Common use of Remedies Upon Termination Clause in Contracts

Remedies Upon Termination. In addition to any other specific provision in this Agreement, the following applies in the event of a Termination: (A) Buyer shall promptly return to Seller all original documents, data or materials delivered to Buyer by Seller, and destroy all copies and reproductions (both written and electronic) in its possession and in the possession of persons to whom it was disclosed. (B) If the Closing does not occur for reasons other than as set forth in Section 5.3(C) or Section 5.3(D) and this Agreement is terminated, Seller shall return the Deposit to Buyer, each party will otherwise be responsible for its own expenses incurred in connection with this Agreement, and neither Seller nor Buyer shall have any remedy against the other arising out of this Agreement or the Termination except with respect to those provisions of this Agreement which expressly survive the Termination. (C) If Seller terminates this Agreement pursuant to Sections 5.1(A), 5.1(D) or 5.1(E), or because Buyer commits a material breach of Buyer's obligations under this Agreement or otherwise fails, refuses, or is unable for any reason not permitted by this Agreement to close on this transaction, Seller may retain the Deposit as liquidated damages in lieu of all other damages and as Seller's sole remedy against Buyer for such failure to close. (D) If Seller terminates this Agreement pursuant to Section 5.1(C), Buyer shall be entitled, as Buyer's sole and exclusive remedy, to receive from Seller a refund of the Deposit. (E) If Buyer terminates this Agreement because the Closing does not occur due to a material breach by Seller of Seller's obligations under this Agreement, and such breach is (i) not cured within thirty (30) days following written notice by Buyer to Seller of such breach or (ii) by its nature cannot be cured prior to the Final Closing Date, and provided that Buyer is without fault for such failure, refusal, or inability by Seller to fulfill such obligations, Buyer shall be entitled, as Buyer's sole and exclusive remedy, to elect one of the following remedies: (1) Receive from Seller a refund of the Deposit. (2) Not receive a refund of the Deposit, and seek specific performance of Seller's obligations to sell the Assets to Buyer under the terms and conditions of this Agreement, in lieu of all other remedies. In the event Buyer elects to seek specific performance pursuant to this Section 5.3(E)(2), Buyer must do so by filing the appropriate documents to commence dispute resolution in accordance with Section 19 no later than the earlier of thirty (30) days following the expiration of the cure period described in Section 5.3(E) and the Final Closing Date. If Buyer is unsuccessful in obtaining specific performance of Seller's obligations to sell the Assets to Buyer through the dispute resolution process provided for in Section 19, Buyer shall not be entitled to then receive from Seller a refund of the Deposit. Nothing contained herein shall be deemed an admission by Seller that specific performance is an appropriate remedy for Seller's alleged breach. (F) If the Closing does not occur under circumstances described in Section 5.3(C), Seller and Buyer acknowledge and agree that: (1) The Deposit is a reasonable estimate by the Parties of Seller's actual damages, including the value of Seller's holding the Assets off the market for the period governed by this Agreement, and that the extent of actual damages to Seller occasioned by failure to close would be extremely impracticable to ascertain. (2) Payment of such liquidated damages are reasonable and do not constitute a penalty. (3) The payment of such sum shall be the sole and exclusive remedy in lieu of any other damages or remedies available at law or in equity.

Remedies Upon Termination. In addition to any other specific provision in If this Agreement, the following applies in the event of a TerminationAgreement is terminated as provided herein: (Aa) Buyer shall promptly return Except as otherwise provided in this Article XI, such termination will be the sole remedy of the Parties with respect to Seller all original documentsbreaches of any representation, data warranty, or materials delivered covenant contained in this Agreement and neither Party nor any of its, directors, officers, or Affiliates, as the case may be, will have any liability or further obligation to Buyer by Sellerthe other Party or any of its, and destroy all copies and reproductions (both written and electronic) in its possession and in directors, officers, or Affiliates, as the possession of persons case may be, pursuant to whom it was disclosedthis Agreement. (Bb) If Notwithstanding Section 11.3(a), the Closing does not occur for reasons other than as set forth in Section 5.3(Cobligations of the Parties under Articles I, XI, and XII, and Sections 7.2(b), 7.3, 7.5 and 7.12(c) or Section 5.3(D) and this Agreement is terminated, Seller shall return the Deposit to Buyer, each party will otherwise be responsible for its own expenses incurred in connection with survive termination of this Agreement, and neither Seller nor Buyer shall have any remedy against the other arising out of this Agreement or the Termination except with respect to those provisions of this Agreement which expressly survive the Termination. (Cc) If Buyer will pay to Seller terminates this Agreement pursuant a fee equal to Sections 5.1(A), 5.1(Deither (i) or 5.1(E), or because Buyer commits a material breach 3.25% of Buyer's obligations under this Agreement or otherwise fails, refuses, or is unable for any reason not permitted by this Agreement to close on this transaction, Seller may retain the Deposit as liquidated damages in lieu of all other damages and as Seller's sole remedy against Buyer for such failure to close. (D) If Initial Valuation if Seller terminates this Agreement pursuant to Section 5.1(C), Buyer shall be entitled, as Buyer's sole and exclusive remedy, to receive from Seller a refund of the Deposit. (E11.1(e) If Buyer terminates this Agreement because the Closing does not occur due to a material breach by Seller Buyer of Seller's obligations under its covenants and agreements hereunder (other than due to a breach by Buyer of its covenant to pay the Base Price at Closing), or of its representations and warranties hereunder made as of the date of this Agreement, and such breach is (i) not cured within thirty (30) days following written notice by Buyer to Seller of such breach or (ii) by its nature cannot be cured prior to the Final Closing Date, and provided that Buyer is without fault for such failure, refusal, or inability by Seller to fulfill such obligations, Buyer shall be entitled, as Buyer's sole and exclusive remedy, to elect one 6.00% of the following remedies: (1Initial Valuation if Seller terminates this Agreement pursuant to Section 11.1(e) Receive from Seller due to a refund breach by Buyer of its covenant to pay the Deposit. (2) Not receive a refund of the Deposit, and seek specific performance of Seller's obligations to sell the Assets to Buyer under the terms and conditions of this Agreement, in lieu of all other remediesBase Price at Closing. In the event Buyer elects that Seller is entitled to seek specific performance terminate this Agreement pursuant to this Section 5.3(E)(2)11.1(e) due to a breach by Buyer of its covenant to pay the Base Price at Closing, Buyer must do so then Seller’s sole and exclusive remedy shall be the payment of liquidated damages contemplated by filing the appropriate documents to commence dispute resolution in accordance with Section 19 no later than the earlier of thirty subparagraph (30ii) days following the expiration of the cure period described in Section 5.3(E) above, and the Final Closing Date. If Buyer is unsuccessful in obtaining specific performance of Seller's obligations to sell the Assets to Buyer through the dispute resolution process provided for in Section 19, Buyer Seller shall not be entitled to then receive from Seller a refund of the Deposit. Nothing contained herein shall be deemed seek or obtain an admission by Seller that Order for specific performance is an appropriate remedy for Seller's alleged breachor other equitable or injunctive relief to cause Buyer to consummate the transactions contemplated by this Agreement. (Fd) If Seller will pay to Buyer a fee equal to 3.25% of the Closing does not occur Initial Valuation if Buyer terminates this Agreement pursuant to Section 11.1(d) due to a breach by Seller of its covenants and agreements hereunder, or of its representations and warranties hereunder (other than the representations and warranties contained in (i) Section 5.3(b), or (ii) insofar as such breach relates to Purchased Agreements, Easements and/or Permits, Section 5.3(d)) made as of the date of this Agreement. (e) In view of the difficulty of determining the amount of damages which may result from a termination under the circumstances described set forth in Section 5.3(C11.1(d) or Section 11.1(e), Seller and Buyer acknowledge and agree that: (1) The Deposit is a reasonable estimate by the failure of the Parties of Seller's actual damages, including to consummate the value of Seller's holding the Assets off the market for the period governed transactions contemplated by this Agreement, Buyer and Seller have mutually agreed that the extent of actual damages payment set forth in Section 11.3(c) and Section 11.3(d) will be made to Seller occasioned by failure to close would be extremely impracticable to ascertain. (2) Payment of such or Buyer, as the case may be, as liquidated damages are reasonable damages, and do not constitute as a penalty. (3. In the event of any such termination, the Parties have agreed that the payment set forth in Section 11.3(c) The payment of such sum shall and Section 11.3(d) will be the sole and exclusive remedy for monetary damages of Seller or Buyer, as the case may be. ACCORDINGLY, THE PARTIES HEREBY ACKNOWLEDGE THAT (i) THE EXTENT OF DAMAGES CAUSED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN, (ii) THE AMOUNT OF THE LIQUIDATED DAMAGES PROVIDED FOR IN SECTION 11.3(c) AND SECTION 11.3(d) IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES, AND (iii) RECEIPT OF SUCH LIQUIDATED DAMAGES BY SELLER OR BUYER, AS THE CASE MAY BE, DOES NOT CONSTITUTE A PENALTY. THE PARTIES HEREBY FOREVER WAIVE AND AGREE TO FOREGO TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW ANY AND ALL RIGHTS THEY HAVE OR IN THE FUTURE MAY HAVE TO ASSERT ANY CLAIM DISPUTING OR OTHERWISE OBJECTING TO ANY OR ALL OF THE FOREGOING PROVISIONS OF THIS SECTION 11.3. Any payment under Sections 11.3(c) or Section 11.3(d) will be made by wire transfer of immediately available funds to a bank account in lieu the United States of America designated in writing by the Party entitled to receive such payment not later than three (3) Business Days following the date such Party delivers notice of such account designation to the Party responsible to make such payment. For the avoidance of doubt, in the absence of any termination of this Agreement, nothing contained in this Section 11.3 shall in any way limit the Parties’ rights to indemnification under Article X of this Agreement or any other damages remedy the Parties may have under this Agreement for breach of the representations or remedies available at law warranties contained in this Agreement. (f) Upon any termination of this Agreement, all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, will be withdrawn from the Governmental Entity or in equityother Person to which they were made.

Remedies Upon Termination. In addition Upon termination of this Lease, including by expiration • FAILURE TO REMOVE MOBLE HOME 45 DAYS AFTER EVICTION: If Lessee fails to timely remove Xxxxxx’s Manufactured Home within forty-five (45) days after Lessee has been evicted, Lessor may commence the sale of the home in a commercially reasonable sale at public auction. Lessee may post “for sale” signs on their manufactured home, of such size and at such locations as may be reasonably required by Landlord. Lessee may sell their manufactured home without having to first relocate it out of the Community. • WAIVERS: No failure by Lessor to enforce any provision of this Lease after default or breach by Lessee shall be deemed a waiver of Lessor’s right subsequently to enforce any and all provisions of this Lease upon any other specific provision in this Agreementor further default or breach on the part of Lessee. All remedies contained herein are cumulative and agreed to by the parties without impairing any rights or remedies of Xxxxxx, whether said rights or remedies are herein referred to or not. The obligation of Lessee to pay rent shall not be deemed to be waived, released or terminated by the following applies in the event service of a Termination: (A) Buyer notice to vacate, notice to terminate, notice of breach, demand for possession, or institution of any legal action against Lessee. Lessor’s acceptance of any rent or other sums due shall promptly return to Seller all original documentsnot be construed as a waiver of any default or breach by Lessee, data nor shall such acceptance reinstate, continue or materials delivered to Buyer by Sellerextend the term of this Lease or affect any notice, and destroy all copies and reproductions (both written and electronic) in its possession and in the possession of persons to whom it was disclosed. (B) If the Closing does not occur for reasons other than as set forth in Section 5.3(C) demand or Section 5.3(D) and this Agreement is terminated, Seller shall return the Deposit to Buyer, each party will otherwise be responsible for its own expenses incurred suit in connection with this Agreement, and neither Seller nor Buyer shall have any remedy against the other arising out such Lease. No payment by Lessee or receipt by Lessor of this Agreement or the Termination except with respect to those provisions of this Agreement which expressly survive the Termination. (C) If Seller terminates this Agreement pursuant to Sections 5.1(A), 5.1(D) or 5.1(E), or because Buyer commits a material breach of Buyer's obligations under this Agreement or otherwise fails, refuses, or is unable for any reason not permitted by this Agreement to close on this transaction, Seller may retain the Deposit as liquidated damages in lieu of all other damages and as Seller's sole remedy against Buyer for such failure to close. (D) If Seller terminates this Agreement pursuant to Section 5.1(C), Buyer shall be entitled, as Buyer's sole and exclusive remedy, to receive from Seller a refund of the Deposit. (E) If Buyer terminates this Agreement because the Closing does not occur due to a material breach by Seller of Seller's obligations under this Agreement, and such breach is (i) not cured within thirty (30) days following written notice by Buyer to Seller of such breach or (ii) by its nature cannot be cured prior to the Final Closing Date, and provided that Buyer is without fault for such failure, refusal, or inability by Seller to fulfill such obligations, Buyer shall be entitled, as Buyer's sole and exclusive remedy, to elect one of the following remedies: (1) Receive from Seller a refund of the Deposit. (2) Not receive a refund of the Deposit, and seek specific performance of Seller's obligations to sell the Assets to Buyer under the terms and conditions of this Agreement, in lieu of all other remedies. In the event Buyer elects to seek specific performance pursuant to this Section 5.3(E)(2), Buyer must do so by filing the appropriate documents to commence dispute resolution in accordance with Section 19 no later an amount less than the earlier of thirty (30) days following the expiration of the cure period described in Section 5.3(E) total rental and the Final Closing Date. If Buyer is unsuccessful in obtaining specific performance of Seller's obligations to sell the Assets to Buyer through the dispute resolution process provided for in Section 19, Buyer shall not be entitled to then receive from Seller a refund of the Deposit. Nothing contained herein charges due shall be deemed to be other than on account of the rent and charges due nor shall any endorsement on any check nor any letter accompanying such partial payment be deemed an admission by Seller that specific performance is an appropriate remedy for Seller's alleged breach. (F) If the Closing does not occur under circumstances described in Section 5.3(C), Seller accord and Buyer acknowledge and agree that: (1) The Deposit is a reasonable estimate by the Parties of Seller's actual damages, including the value of Seller's holding the Assets off the market for the period governed by this Agreementsatisfaction, and that Lessor may accept such partial payment without prejudice to Lessor’s rights to collect the extent balance of actual damages to Seller occasioned by failure to close would be extremely impracticable to ascertainrent and charges due. (2) Payment of such liquidated damages are reasonable and do not constitute a penalty. (3) The payment of such sum shall be the sole and exclusive remedy in lieu of any other damages or remedies available at law or in equity.