Common use of Purchaser Default Clause in Contracts

Purchaser Default. (i) If Purchaser fails to perform any of its obligations under this Agreement that are required to be performed at or prior to Closing (including, without limitation, the payment of the balance of the Purchase Price and the payment of any amounts required to be paid by the terms of the Termination Agreement) and, in the case of any such failure that occurs prior to the Closing Date, such failure is not cured on or prior to the earlier of the Closing Date or three (3) days after Purchaser’s receipt of written notice of such failure from Seller (“Purchaser Default”), then Seller shall have any and all rights and remedies as may be available to it at law, in equity, under this Agreement or otherwise on account thereof, including, without limitation, if the Purchaser Default is Purchaser’s failure to close the Transactions contemplated by this Agreement or other material default, the right to terminate this Agreement by delivering written notice thereof to Purchaser, but excluding, however, the right to seek special, punitive or consequential damages. (ii) Notwithstanding the foregoing, in the event the Closing hereunder occurs and Purchaser fails to perform any of its obligations under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Seller shall have all rights and remedies at law, in equity or under this Agreement, including, without limitation, the right to xxx for damages (excluding, however, special, punitive or consequential damages).

Purchaser Default. (i) If Purchaser fails to perform any of its obligations under this Agreement that which are required to be performed at or prior to the Closing (including, without limitation, the payment of the balance of the Purchase Price and the payment of any amounts required to be paid by the terms of the Termination AgreementAgreements) and, in the case of any such failure that occurs prior to the Closing Date, such failure is not cured on or prior to the earlier of the Closing Date or three (3) days after Purchaser’s receipt of written notice of such failure from Seller (“Purchaser Default”), then Seller shall have any the right, as its sole and all rights and remedies as may be available to it at lawexclusive remedy for such failure, in equity, under this Agreement or otherwise on account thereof, including, without limitation, if the Purchaser Default is Purchaser’s failure to close the Transactions contemplated by this Agreement or other material default, the right to terminate this Agreement by delivering written notice thereof to Purchaser, but excluding, howeverin which event, the right to seek specialXxxxxxx Money shall be retained by, punitive or consequential and the Break-Up Fee shall be immediately paid by Purchaser to, Seller as liquidated damages. SELLER AND PURCHASER AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A PURCHASER DEFAULT ARE UNCERTAIN AND DIFFICULT TO ASCERTAIN, AND THAT THE XXXXXXX MONEY, TOGETHER WITH THE BREAK-UP FEE, IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES. (ii) Notwithstanding the foregoing, in the event the Closing hereunder occurs and Purchaser fails to perform any of its obligations an obligation under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Seller shall have all rights and remedies at law, in equity or under this Agreement, including, without limitation, the right to xxx for damages (excluding, however, special, punitive or consequential damages).

Purchaser Default. If, on the Closing Date, (i) If Purchaser fails to perform is in default of any of its obligations hereunder, or (ii) any of Purchaser's representations or warranties made herein are untrue, inaccurate or incorrect in any material respect, or (iii) any condition to the obligation of Seller to close hereunder has not been satisfied as a result of the failure by Purchaser to perform its obligations under this Agreement, or otherwise, then Seller may elect as its sole remedy, after first having given Purchaser notice and one (1) Business Day's opportunity to cure the same, either to (x) terminate this Agreement that are required by written notice to be performed at or prior to Closing (including, without limitation, the payment of the balance of the Purchase Price Purchaser and the payment of Escrow Agent, promptly after which the Deposit with any amounts required to accrued interest thereon shall be paid by over to Seller, (y) waive such default, misrepresentation or condition and proceed to close the terms transaction under this Agreement, or (z) seek specific performance of the Termination this Agreement) and, in the case of any such failure that occurs prior to the Closing Date, such failure . If this Agreement is not cured on or prior to the earlier of the Closing Date or three (3) days after Purchaser’s receipt of written notice of such failure from Seller (“Purchaser Default”)so terminated, then Seller shall be entitled immediately to the proceeds of the Deposit plus any interest accrued thereon as liquidated damages (and Purchaser shall so instruct the Title Company in writing), and thereafter neither party to this Agreement shall have any and all further rights and remedies as may be available to or obligations hereunder other than any arising under any Section herein which expressly provides that it at law, in equity, under this Agreement or otherwise on account thereof, including, without limitation, if the Purchaser Default is Purchaser’s failure to close the Transactions contemplated by this Agreement or other material default, the right to terminate this Agreement by delivering written notice thereof to Purchaser, but excluding, however, the right to seek special, punitive or consequential damages. (ii) Notwithstanding the foregoing, in the event the Closing hereunder occurs and Purchaser fails to perform any of its obligations under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Seller shall have all rights and remedies at law, in equity or under termination of this Agreement. The amount of liquidated damages set forth in this SECTION 11.1 shall be for all loss, damage and expense suffered by Seller, including, without limitation, the right loss of its bargain, it being agreed that Seller's damages are difficult if not impossible to xxx for damages (excluding, however, special, punitive or consequential damages)ascertain.

Purchaser Default. (i) If Purchaser fails to perform any of its obligations under this Agreement that are required to be performed at or prior to the Closing (including, without limitation, the payment of the balance of the Purchase Price and the payment of any amounts required to be paid by the terms of the Termination AgreementARML3) and, in the case of any such failure that occurs prior to the Closing Date, such failure is not cured on or prior to the earlier of the Closing Date or three (3) days after Purchaser’s receipt of written notice of such failure from Seller (“Purchaser Default”), then Seller shall have any and all rights and remedies as may be available to it at law, in equity, equity or under this Agreement or otherwise on account thereofAgreement, including, without limitation, if the Purchaser Default is Purchaser’s failure to close the Transactions contemplated by this Agreement or other material default, the right to terminate this Agreement by delivering written notice thereof to Purchaser, but xxx for damages (excluding, however, the right to seek special, punitive or consequential damages) and the right to specifically enforce the terms of this Agreement (in such regard, Purchaser acknowledges and agrees that specific performance is an appropriate remedy for a Purchaser Default, among other reasons, because, if the parties have entered into this Agreement, it shall be because, pursuant to ARML3, the parties will have unsuccessfully attempted to sell the Property to a third party for a number of years and the sale set forth in this Agreement is the parties’ agreed upon last resort solution to any such previous failure to sell to a third party and to implementing and achieving a sale of the Property by Seller). (ii) Notwithstanding the foregoing, in the event the Closing hereunder occurs and Purchaser fails to perform any of its obligations an obligation under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Seller shall have all rights and remedies at law, in equity or under this Agreement, including, without limitation, the right to xxx for damages (excluding, however, special, punitive or consequential damages).

Purchaser Default. (i) If Purchaser fails to perform any of its obligations under this Agreement that which are required to be performed at or prior to the Closing (including, without limitation, the payment of the balance of the Purchase Price and the payment of any amounts required to be paid by the terms of the Termination AgreementAgreements) and, in the case of any such failure that occurs prior to the Closing Date, such failure is not cured on or prior to the earlier of the Closing Date or three (3) days after Purchaser’s receipt of written notice of such failure from Seller (“Purchaser Default”), then Seller shall have any the right, as its sole and all rights and remedies as may be available to it at lawexclusive remedy for such failure, in equity, under this Agreement or otherwise on account thereof, including, without limitation, if the Purchaser Default is Purchaser’s failure to close the Transactions contemplated by this Agreement or other material default, the right to terminate this Agreement by delivering written notice thereof to Purchaser, but excluding, howeverin which event, the right to seek specialXxxxxxx Money shall be retained by, punitive or consequential and the Break-Up Fee shall be immediately paid by Purchaser to, Seller as liquidated damages.. SELLER AND PURCHASER AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A PURCHASER DEFAULT ARE UNCERTAIN AND DIFFICULT TO ASCERTAIN, AND THAT THE XXXXXXX MONEY, TOGETHER WITH THE BREAK-UP FEE, IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES. SELLER’S INITIALS: TRR PURCHASER’S INITIALS: JLL (ii) Notwithstanding the foregoing, in the event the Closing hereunder occurs and Purchaser fails to perform any of its obligations an obligation under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Seller shall have all rights and remedies at law, in equity or under this Agreement, including, without limitation, the right to xxx for damages (excluding, however, special, punitive or consequential damages).

Purchaser Default. (i) If Purchaser fails to perform any of its obligations under this Agreement that are required to be performed at or prior to Closing (including, without limitation, the payment of the balance of the Purchase Price and the payment of any amounts required to be paid by the terms of the Termination AgreementPrice) and, in the case of any such failure that occurs prior to the Closing Date, such failure is not cured on or prior to the earlier of the Closing Date or three (3) days after Purchaser’s receipt of written notice of such failure from Seller (“Purchaser Default”), then Seller shall have any and all rights and remedies as may be available to it at law, in equity, under this Agreement or otherwise on account thereof, including, without limitation, if the Purchaser Default is Purchaser’s failure to close the Transactions contemplated by this Agreement or other material default, the right to terminate this Agreement by delivering written notice thereof to Purchaser, but excluding, however, the right to seek special, punitive or consequential damages. (ii) Notwithstanding the foregoing, in the event the Closing hereunder occurs and Purchaser fails to perform any of its obligations under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Seller shall have all rights and remedies at law, in equity or under this Agreement, including, without limitation, the right to xxx for damages (excluding, however, special, punitive or consequential damages).