Common use of Remedies of Default Clause in Contracts

Remedies of Default. Section 9.1 In the event of Seller's default hereunder, Purchaser may elect, at its option, as its sole and exclusive remedies, either to (a) terminate this Agreement; or (b) if Seller's default arises out of its alleged failure to perform its obligation to convey title on the Closing Date, enforce specific performance hereunder against Seller. Section 9.2 In the event that Seller is unable to consummate the sale contemplated hereby due to a default by Purchaser, then, as Seller's sole and exclusive remedy and relief, Seller shall be entitled to the Cash Payment as liquidated damages for Purchaser's default. Such amount is agreed upon by and between the Seller and the Purchaser as liquidated damages, due to the difficulty and inconvenience of ascertaining and measuring actual damages, and the uncertainty thereof; and no other damages, rights or remedies shall in any case be collectible, enforceable or available to the Seller other than as specified in this Article 9, but the Seller shall accept said Cash Payment as the Seller's total damages and relief. If Purchaser fails to timely deliver the Cash Payment, Seller shall have all rights at law or equity against Purchaser for its default. Section 9.3 Notwithstanding the provisions of Sections 9.1 and 9.2 above, in the event that after Closing a party (the "Defaulting Party") breaches an obligation hereunder which is expressly stated herein to survive Closing, the Defaulting Party shall be liable to the other party (the "Non-Defaulting Party") for the damages incurred by the Non- Defaulting Party as a result of such breach. Section 9.4 Seller and Purchaser specifically acknowledge and agree that any limitation on remedies set forth in this Article 9 does not apply to the express hold harmless and 13 indemnification agreements set forth in this Agreement or to the amounts recoverable pursuant to Section 10.5 hereof.

Remedies of Default. Section 9.1 In the event of SellerContributor's default hereunder, Purchaser Company may elect, at its option, as its sole and exclusive remedies, either to (a) terminate this Agreement; or (b) if SellerContributor's default arises out of its alleged failure to perform its obligation to convey title on the Closing Date, enforce specific performance hereunder against SellerContributor. Section 9.2 In the event that Seller Contributor is unable to consummate the sale contemplated hereby due to a default by PurchaserCompany, then, as SellerContributor's sole and exclusive remedy and relief, Seller Contributor shall be entitled to the Cash Payment as liquidated damages for PurchaserCompany's default. Such amount is agreed upon by and between the Seller Contributor and the Purchaser Company as liquidated damages, due to the difficulty and inconvenience of ascertaining and measuring actual damages, and the uncertainty thereof; and no other damages, rights or remedies shall in any case be collectible, enforceable or available to the Seller Contributor other than as specified in this Article 9, but the Seller Contributor shall accept said Cash Payment as the SellerContributor's total damages and relief. If Purchaser Company fails to timely deliver the Cash Payment, Seller Contributor shall have all rights at law or equity against Purchaser Company for its default. Section 9.3 Notwithstanding the provisions of Sections 9.1 and 9.2 above, in the event that after Closing a party (the "Defaulting Party") breaches an obligation hereunder which is expressly stated herein to survive Closing, the Defaulting Party shall be liable to the other party (the "Non-Defaulting Party") for the damages incurred by the Non- Defaulting Party as a result of such breach. Section 9.4 Seller Contributor and Purchaser Company specifically acknowledge and agree that any limitation on remedies set forth in this Article 9 does not apply to the express hold harmless and 13 indemnification agreements set forth in this Agreement or to the amounts recoverable pursuant to Section 10.5 hereof.

Remedies of Default. Section 9.1 In the event of Seller's default hereunder, Purchaser may elect, at its option, as its sole and exclusive remedies, either to (a) terminate this Agreement; or (b) if Seller's default arises out of its alleged failure to perform its obligation to convey title on the Closing Date, enforce specific performance hereunder against Seller. Section 9.2 In the event that Seller is unable to consummate the sale contemplated hereby due to a default by Purchaser, then, as Seller's sole and exclusive remedy and relief, Seller shall be entitled to the Cash Payment as liquidated damages for Purchaser's default. Such amount is agreed upon by and between the Seller and the Purchaser as liquidated damages, due to the difficulty and inconvenience of ascertaining and measuring actual damages, and the uncertainty thereof; and no other damages, rights or remedies shall in any case be collectible, enforceable or available to the Seller other than as specified in this Article 9, but the Seller shall accept said Cash Payment as the Seller's total damages and relief. If Purchaser fails to timely deliver the Cash Payment, Seller shall have all rights at law or equity against Purchaser for its default. Section 9.3 Notwithstanding the provisions of Sections 9.1 and 9.2 above, in the event that after Closing a party (the "Defaulting Party") breaches an obligation hereunder which is expressly stated herein to survive Closing, the Defaulting Party shall be liable to the other party (the "Non-Defaulting Party") for the damages incurred by the Non- Defaulting Party as a result of such breach. Section 9.4 Seller and Purchaser specifically acknowledge and agree that any limitation on remedies set forth in this Article 9 does not apply to the express hold harmless and 13 indemnification agreements set forth in this Agreement or to the amounts recoverable pursuant to Section 10.5 hereof.

Remedies of Default. Section 9.1 16.1 In the event of Seller's default hereunderat any time during the term hereof, and Seller’s failure to cure such default within three (3) days thereafter, Purchaser may elect, at its option, as its sole and exclusive remediesremedy, either to (a) to terminate this Agreement; , in which case the Exxxxxx Money shall be returned to Purchaser by the Escrow Agent promptly after receipt of Purchaser’s demand therefor, and Purchaser and Seller shall be released from any further liability hereunder except for any liability that survives such termination by the express terms hereof, or (b) if Seller's default arises out of its alleged failure to perform its obligation to convey title on the Closing Date, enforce specific performance hereunder against Seller. If Purchaser fails to file an action for specific performance within 90 days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract in accordance with subsection (a) above. Purchaser specifically waives the right to file any lis pendens or any lien against the Property unless and until it has irrevocably elected to seek specific performance of this Agreement and has filed and is diligently pursuing an action seeking such remedy; provided that in the event the remedy of specific performance is not available because of Seller’s conveyance of the Property to a bona fide purchaser, Purchaser shall as entitled to recover its actual damages incurred, not to exceed $50,000. Section 9.2 16.2 In the event that Seller is unable to consummate the sale contemplated hereby due to a default by Purchaser, then, as Seller's sole and exclusive remedy and relief, Seller the Exxxxxx Money shall be entitled paid to Seller by the Cash Payment Escrow Agent as liquidated damages for Purchaser's ’s default. Such amount is agreed upon by and between the Seller and the Purchaser as liquidated damagesdamages and not as a penalty, due to the difficulty and inconvenience of ascertaining and measuring actual damages, and the uncertainty thereof; and no other damages, rights or remedies shall in any case be collectible, enforceable or available to the Seller other than as specified in this Article 9XVI, but the Seller shall accept said Cash Payment cash payment as the Seller's total damages and relief. If Purchaser fails to timely deliver the Cash Payment, Seller shall have all rights at law or equity against Purchaser for its default. Section 9.3 Notwithstanding the provisions of Sections 9.1 and 9.2 above, in the event that after Closing a party (the "Defaulting Party") breaches an obligation hereunder which is expressly stated herein to survive Closing, the Defaulting Party shall be liable to the other party (the "Non-Defaulting Party") for the damages incurred by the Non- Defaulting Party as a result of such breach. Section 9.4 16.3 Seller and Purchaser specifically acknowledge and agree that any limitation on remedies set forth in this Article 9 XVI does not apply to the express hold harmless and 13 indemnification agreements set forth in this Agreement or to the amounts recoverable pursuant to Section 10.5 hereof18.5 below. Section 16.4 In no event shall any party to this Agreement be entitled to bring a claim for any consequential, punitive, special or indirect damages under this Agreement.

Remedies of Default. Section 9.1 16.1 In the event of Seller's ’s default hereunderat any time during the term hereof, Purchaser may elect, at its option, as its sole and exclusive remediesremedy, either to (a) prior to Closing, to terminate this Agreement; , in which case (i) all of the Xxxxxxx Money and all interest accrued thereon shall be returned to Purchaser by the Title Company promptly after receipt of Purchaser’s demand therefore and if such termination occurs after the expiration of the Due Diligence Period, Seller shall reimburse Purchaser’s actual and verifiable third party out-of-pocket due diligence costs not to exceed in the aggregate Fifty Thousand and No/100 Dollars ($50,000.00), or (b) if subject to the conditions below, seek specific performance of Seller's default arises out of its alleged failure to perform its ’s obligation to convey title close on the sale of the Property pursuant to this Exhibit A-23 Agreement. Purchaser may seek specific performance of Seller’s obligation to close on the sale of the Property pursuant to this Agreement only if, as a condition precedent to initiating such litigation for specific performance, Purchaser shall (x) not otherwise be in default under this Agreement; and (y) file suit therefor with the court on or before the sixtieth (60th) day after the Closing Date. If Purchaser fails to file an action for specific performance within sixty (60) days after the Closing Date, enforce specific performance hereunder then Purchaser shall be deemed to have elected to terminate the Agreement in accordance with subsection (a) above. Seller and Purchaser further agree that this Section 16.1 is intended to and does limit the amount of damages due to Purchaser and the remedies available to Purchaser, and shall be Purchaser’s exclusive remedy against Seller, both at law and in equity arising from or related to any breach by Seller under this Agreement. Section 9.2 16.2 In the event that Seller is unable to consummate the sale contemplated hereby due to of a default by PurchaserPurchaser hereunder, then, as Seller's ’s sole and exclusive remedy and relief, Seller the Xxxxxxx Money shall be entitled paid to Seller by the Cash Payment Title Company as liquidated damages for Purchaser's ’s default. Such amount is agreed upon by and between the Seller and the Purchaser as liquidated damages, due to the difficulty and inconvenience of ascertaining and measuring actual damages, and the uncertainty thereof; and no other damages, rights or remedies shall in any case be collectible, enforceable or available to the Seller other than as specified in this Article 9XVI, but the Seller shall accept said Cash Payment cash payment as the Seller's ’s total damages and relief. If Purchaser fails to timely deliver the Cash Payment, Seller shall have all rights at law or equity against Purchaser for its default. Section 9.3 Notwithstanding the provisions of Sections 9.1 and 9.2 above, in the event that after Closing a party (the "Defaulting Party") breaches an obligation hereunder which is expressly stated herein to survive Closing, the Defaulting Party shall be liable to the other party (the "Non-Defaulting Party") for the damages incurred by the Non- Defaulting Party as a result of such breach. Section 9.4 16.3 Seller and Purchaser specifically acknowledge and agree that any limitation on remedies set forth in this Article 9 XVI does not apply to the express hold harmless and 13 indemnification agreements set forth in this Agreement or to the amounts recoverable pursuant to Section 10.5 hereof18.5. Section 16.4 In no event shall any party to this Agreement be entitled to bring a claim for any consequential, punitive or special damages under this Agreement.

Remedies of Default. Section 9.1 In 11.1 Except to the extent provided otherwise elsewhere in this Agreement, in the event of Seller's default hereunderat any time during the term hereof, Purchaser may elect, at its ITS option, as its sole and exclusive remediesremedy, either to (a) to terminate this Agreement; Agreement and the Xxxxxxx Money and all earnings thereon shall be immediately returned to Purchaser by the Title Company, or (b) if Seller's default arises out of its alleged failure to perform its obligation to convey title on the Closing Date, enforce specific performance hereunder against SellerSeller and receive all reasonable legal fees and expenses incurred by Purchaser in connection with such suit; provided, however, if the remedy of specific performance is not available to Purchaser, Purchaser shall be entitled to recover its actual OUT-OF-POCKET expenses (but not punitive or consequential damages) Incurred In connection with this transaction, such expenses not to exceed $50,000.00. Section 9.2 11.2 In the event that Seller is unable to consummate the sale contemplated hereby due to a default by Purchaser, then, as Seller's sole and exclusive remedy and relief, all the Xxxxxxx Money shall be paid to the Seller by the Title Company as liquidated damages for the Purchaser's default; provided, however, if Seller files such to enforce this agreement then, in addition to the Xxxxxxx Money, Seller shall be entitled to the Cash Payment as liquidated damages for Purchaser's defaultbenefits of Section 12.5 below. Such amount is agreed upon by and between the Seller and the Purchaser as liquidated damages, due to the difficulty and inconvenience of ascertaining and measuring actual damages, and the uncertainty thereof; and no other damages, rights or remedies shall in any case be collectible, enforceable or available to the Seller other than as specified in this Article 9, but the Seller shall accept said Cash Payment as the Seller's total damages and relief. If Purchaser fails to timely deliver the Cash Payment, Seller shall have all rights at law or equity against Purchaser for its default. Section 9.3 11.3 Notwithstanding the provisions of Sections 9.1 11.1 and 9.2 11.2 above, in the event that after Closing a party (the "Defaulting Party") breaches an obligation hereunder which is expressly stated herein to survive Closing, the Defaulting Party shall be liable to the other party (the "Non-Defaulting Party") for the damages incurred by the Non- Defaulting Party as a result of such breach. Section 9.4 Seller and Purchaser specifically acknowledge and agree that any limitation on remedies set forth , except to the extent provided otherwise elsewhere in this Article 9 does not apply to the express hold harmless and 13 indemnification agreements set forth in this Agreement or to the amounts recoverable pursuant to Section 10.5 hereofAgreement.