Remedies of Purchaser. Seller agrees that the Assets are unique and not otherwise readily available to Purchaser. Accordingly, Seller acknowledges that, in addition to all other remedies to which Purchaser are entitled, Purchaser shall have the right to enforce the terms of this Agreement by a decree of specific performance, provided Purchaser is not in material default hereunder.
Remedies of Purchaser. In the event that all conditions to Seller's obligation to close have been satisfied and Seller fails to close the sale of the Property in accordance with its obligations under the terms and conditions specified hereunder, Purchaser, at its sole discretion, either may (i) specifically enforce this Agreement and the sale and purchase provided for herein according to its terms by suit filed within ninety (90) days, or (ii) terminate this Agreement, whereupon the Earnest Money Deposix xxxxx be returned in full to Purchaser.
Remedies of Purchaser. Seller and the Members agree that the Assets are unique and not otherwise readily available to Purchaser. Accordingly, Seller and the Members acknowledge that, in addition to all other remedies to which Purchaser is entitled, Purchaser shall have the right to enforce the terms of this Agreement by a decree of specific performance, provided Purchaser is not in material default hereunder.
Remedies of Purchaser. If an Event of Default by SELLER, shall have occurred and shall not have been remedied within any applicable grace period as provided in Section 12.3.3, PURCHASER may, after giving thirty (30) days written notice thereof to SELLER, and upon the expiration of such notice period and SELLER’s failure to cure such Event of Default, at its option, (i) terminate this Agreement, in which case this Agreement shall be deemed terminated, the Deposit refunded to PURCHASER, and neither party shall have any further obligations hereunder (except such obligations which survive the expiration or termination of this Agreement as expressly provided hereunder), or (ii) subject to Section 12.6 below, enforce the obligations of SELLER hereunder by legal or equitable action, including by action for specific performance.
Remedies of Purchaser. If Seller is unable to furnish Purchaser the Title Commitment pursuant to Subparagraph 6(a) or the Owner Policy in the manner provided at Subparagraph 6(d), then, at Purchaser's sole discretion, Purchaser may terminate this Agreement and receive an immediate return of the Earnest Money Deposix, xxx the parties shall have no further obligation to each other, except as is expressly provided herein.
Remedies of Purchaser. In the event that Seller fails to keep and perform each and every obligation, covenant and agreement herein by Seller to be kept or per- formed, then Purchaser may pursue such rights it may have against Seller and the Property either at law or in equity. (b) Remedy of Seller. THE PARTIES HERETO, BEFORE ENTERING INTO THIS TRANSACTION, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IF PURCHASER SHOULD WRONGFULLY FAIL TO PURCHASE THE PROPERTY. WITH THE FLUCTUATION IN VALUE OF REAL PROPERTY, THE CURRENT AND HIGHLY UNPREDICTABLE STATE OF THE ECONOMY, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS THAT DIRECTLY AFFECT THE VALUE AND MARKET- ABILITY OF THE PROPERTY, IT IS REALIZED BY THE PARTIES THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY PRIOR TO SIGNING THIS AGREEMENT THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER IN THE EVENT OF PURCHASER'S WRONGFUL FAILURE TO PURCHASE THE PROPERTY. THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES SELLER WOULD SUFFER IN THE EVENT OF PURCHASER'S WRONGFUL FAILURE TO PURCHASE THE PROPERTY, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS AN AMOUNT EQUAL TO THE DEPOSIT; AND IN THE EVENT OF PURCHASER'S WRONGFUL FAILURE TO PURCHASE THE PROPERTY, SELLER SHALL BE ENTITLED TO SUCH AMOUNT AS FULL LIQUIDATED DAMAGES, AND THAT PAYMENT OR TENDER TO SELLER BY PURCHASER OF SUCH AMOUNT SHALL TERMINATE ALL OF SELLER'S RIGHTS AND REMEDIES AT LAW OR IN EQUITY AGAINST PURCHASER WITH RESPECT TO SUCH FAILURE TO PERFORM. /s/ JP /s/ RSZ Seller's Purchaser's Initials Initials 11. Closing Procedure.
(a) At least one business day prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) The Purchase Price in the manner set forth in Paragraph 2; (ii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses; and
Remedies of Purchaser. In the event that Seller fails to keep and perform each and every obligation, covenant and agreement herein by Seller to be kept or per formed, then Purchaser may pursue an action for specific performance against Seller by first tendering its timely, full performance required hereunder, but Purchaser hereby agrees that Seller shall not be responsible to Purchaser for any actual or consequential damages (including lost profits) or punitive damages.
Remedies of Purchaser. (i) In the event the Closing does not occur in accordance with the terms of this Agreement because of the inability of the Seller to convey good and marketable fee simple title to the Property because of title defects or objections, the Purchaser's sole right and exclusive remedy shall be either to (a) terminate this Agreement in which event the Xxxxxxx Money previously paid by Purchaser shall be immediately refunded to the Purchaser or (b) waive such inability and proceed to close the transaction without regard thereto. Despite the provisions of this Paragraph 14A(i), Purchaser may cure any monetary liens created, assumed or suffered by Seller against the Property and pay the same at Closing from the purchase price in accordance with the provisions of Paragraph 4 of this Agreement.
(ii) In the event the Closing does not occur in accordance with the terms of this Agreement due to the default of the Seller hereunder, the Purchaser shall have the right of specific performance, but not damages, except as provided immediately below, against Seller. In addition to the right to specific performance, Purchaser shall have the right to damages against Seller if and only if Seller, either before or during the term that this Agreement remains in effect, sells, assigns, rents, leases, conveys (absolutely or as security), grants a security interest in, or otherwise encumbers or disposes of, any portion of the Property or any interest or rights therein without the express prior written consent of the Purchaser (provided, however, the Seller shall have the right to encumber the Property with mortgages or deeds to secure debt provided the indebtedness secured does not exceed the Purchase Price and may be paid in full without any premium or penalty on the Closing Date). Neither an uncured title defect or objection against the Property, nor the inability of the Seller to convey title because of the Seller’s failure to obtain title to the Property pursuant to the Seller’s Contract shall be deemed to be an event of default on the part of Seller hereunder.
Remedies of Purchaser. 15.1 In the event that any of the statements of (i) Seller 1 in Annex 12.1 is incorrect or incomplete (a “Seller 1 Breach”) or (ii) Seller 2 in Annex 13.1 is incorrect or incomplete (a “Seller 2 Breach”) or (iii) Sellers’ Parent Company in Annex14.1 is incorrect or incomplete (a “Sellers’ Parent Company Breach”) (collectively the “Sellers Breaches”), Seller 1 or Seller 2 or Sellers’ Parent Company, as the case may be, shall put Purchaser in the same position it would have been in if the statement had BIRD & BIRD 29/58 ASPA G.D. S.p.A. been correct and complete, either by providing for such position by restitution in kind (Naturalrestitution), or, at Sellers Group’s election, by paying to Purchaser in cash the amount of Damages. If and to the extent such restitution in kind has not remedied such Sellers Breach within four (4) weeks after receipt of the respective Breach Notice, Purchaser shall be entitled to claim for payment of Damages.
Remedies of Purchaser. Except as otherwise expressly set forth in this Agreement, in the event Purchaser is the non-defaulting Party, as Purchaser’s sole and exclusive remedy, Purchaser may elect to: (i) pursue the equitable remedy of specific performance to require conveyance of the Country Club Property to Purchaser; or (ii) terminate this Agreement by giving Seller written notice describing Seller’s default and setting forth Purchaser’s election to terminate this Agreement. Notwithstanding the foregoing, in the event the practical benefits of the remedy of specific performance are unavailable to Purchaser as a result of actions or omissions by the Seller, but only in such event, Purchaser may avail itself of any further legal or equitable rights and remedies which it may have at law or equity; provided, however, in no event will Purchaser or the FLCC be entitled to recover any consequential, incidental or punitive damages against Seller.
