Common use of Remedies of Default Clause in Contracts

Remedies of Default. Section 16.1 In the event of Seller's default at 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 remedy, (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) 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 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, the Exxxxxx Money shall be paid to Seller by the Escrow Agent as liquidated damages for Purchaser’s default. Such amount is agreed upon by and between Seller and Purchaser as liquidated damages 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 Seller other than as specified in this Article XVI, but Seller shall accept said cash payment as Seller's total damages and relief. Section 16.3 Seller and Purchaser specifically acknowledge and agree that any limitation on remedies set forth in this Article XVI does not apply to the express hold harmless and indemnification agreements set forth in this Agreement or to the amounts recoverable pursuant to Section 18.5 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 16.1 In the event of Seller's ’s default at 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 remedy, (a) prior to Closing, to terminate this Agreement, in which case (i) all of the Exxxxxx Xxxxxxx Money and all interest accrued thereon shall be returned to Purchaser by the Escrow Agent Title Company promptly after receipt of Purchaser’s demand therefortherefore and if such termination occurs after the expiration of the Due Diligence Period, and Purchaser and Seller shall be released from any further liability hereunder except for any liability that survives such termination by reimburse Purchaser’s actual and verifiable third party out-of-pocket due diligence costs not to exceed in the express terms hereofaggregate Fifty Thousand and No/100 Dollars ($50,000.00), or (b) enforce subject to the conditions below, seek specific performance hereunder against of Seller’s obligation to 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 90 sixty (60) days after the Closing Date, then Purchaser shall be deemed to have elected to terminate the Contract Agreement in accordance with subsection (a) above. Seller and Purchaser specifically waives further agree that this Section 16.1 is intended to and does limit the right amount of damages due to file 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 lis pendens or any lien against the Property unless and until it has irrevocably elected to seek specific performance of breach by Seller under 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 $50,000Agreement. Section 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, the Exxxxxx Xxxxxxx Money shall be paid to Seller by the Escrow Agent Title Company as liquidated damages for Purchaser’s default. Such amount is agreed upon by and between Seller and Purchaser as liquidated damages and not as a penaltydamages, 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 Seller other than as specified in this Article XVI, but Seller shall accept said cash payment as Seller's ’s total damages and relief. Section 16.3 Seller and Purchaser specifically acknowledge and agree that any limitation on remedies set forth in this Article XVI does not apply to the express hold harmless and indemnification agreements set forth in this Agreement or to the amounts recoverable pursuant to Section 18.5 below18.5. Section 16.4 In no event shall any party to this Agreement be entitled to bring a claim for any consequential, punitive, punitive or special or indirect damages under this Agreement.

Remedies of Default. Section 16.1 In 11.1 Except to the extent provided otherwise elsewhere in this Agreement, in the event of Seller's default at any time during the term hereof, and Seller’s failure to cure such default within three (3) days thereafter, Purchaser may elect, at its ITS option, as its sole and exclusive remedy, (a) to terminate this Agreement, in which case Agreement and the Exxxxxx Xxxxxxx Money and all earnings thereon shall be immediately 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 hereofTitle Company, or (b) to enforce specific performance hereunder against Seller. If Seller and receive all reasonable legal fees and expenses incurred by Purchaser fails to file an action for specific performance within 90 days after the Closing Datein connection with such suit; provided, 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 however, if the remedy of specific performance is not available because of Seller’s conveyance of the Property to a bona fide purchaserPurchaser, Purchaser shall as be entitled to recover its actual damages incurredOUT-OF-POCKET expenses (but not punitive or consequential damages) Incurred In connection with this transaction, such expenses not to exceed $50,00050,000.00. Section 16.2 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 Exxxxxx Xxxxxxx Money shall be paid to the Seller by the Escrow Agent Title Company as liquidated damages for the Purchaser’s '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 benefits of Section 12.5 below. Such amount is agreed upon by and between the Seller and the Purchaser as liquidated damages and not as a penaltydamages, 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 Seller other than as specified in this Article XVI, but Seller shall accept said cash payment as Seller's total damages and relief. Section 16.3 Seller 11.3 Notwithstanding the provisions of Sections 11.1 and Purchaser specifically acknowledge and agree 11.2 above, in the event that any limitation on remedies set forth in this Article XVI does not apply 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 express hold harmless and indemnification agreements set forth in this Agreement or other party (the "Non-Defaulting Party") for the damages incurred by the Non- Defaulting Party as a result of such breach, except to the amounts recoverable pursuant to Section 18.5 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 extent provided otherwise elsewhere in this Agreement.

Remedies of Default. Section 16.1 9.1 In the event of Seller's default at any time during the term hereof, and Seller’s failure to cure such default within three (3) days thereafterhereunder, Purchaser may elect, at its option, as its sole and exclusive remedyremedies, 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 16.2 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, the Exxxxxx Money Seller shall be paid entitled to Seller by the Escrow Agent Cash Payment as liquidated damages for Purchaser’s 's default. Such amount is agreed upon by and between the Seller and the Purchaser as liquidated damages and not as a penaltydamages, 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 XVI9, 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 16.3 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 XVI 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 18.5 below10.5 hereof. 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.