Common use of Seller Breach Before Closing Clause in Contracts

Seller Breach Before Closing. In the event that the Closing does not occur as a result of a Seller’s Breach which is not cured by Seller within five (5) days after written notice from Buyer to Seller of such Seller’s Breach, Buyer shall be entitled to (a) bring an action for specific performance if filed and served upon Seller within sixty (60) days after the occurrence of such alleged breach, or (b) terminate this Agreement, obtain a refund of the Deposit, if made, and pursue any remedies at law to which it may be legally entitled; provided, however, that (i) Seller’s liability for any such Seller’s Breach shall be limited to claims for which the damages are not less than Fifty Thousand Dollars ($50,000) and shall be subject to an aggregate maximum sum of Five Hundred Thousand Dollars ($500,000), and (ii) Seller shall in no event have any liability for matters disclosed to Buyer in any documents and information produced for Buyer pursuant to this Agreement or discovered by Buyer prior to termination of this Agreement, and (iii) Seller shall have no liability for any such Seller’s Breach unless such damage claim is expressly asserted by Buyer in an action filed and served on Seller within one (1) year following the termination of the Agreement.

Seller Breach Before Closing. In the event that the Closing does not occur as a result of a Seller’s Breach breach of this Agreement (“Seller’s Breach”) which is not cured by Seller within five (5) days after written notice from Buyer to Seller of such Seller’s BreachBreach other than Seller’s failure to deposit with Escrow Agent on or before the Closing Date all documents and instruments required for the Closing, which shall not be subject to the foregoing notice and cure period, Buyer shall be entitled to (a) bring an action for specific performance if filed and served upon Seller within sixty (60) days after the occurrence of such alleged breach, or (b) terminate this Agreement, obtain a refund of the Deposit, if made, and pursue any remedies at law to which it may be legally entitled; provided, however, that (i) Seller’s liability for any such Seller’s Breach shall be limited to claims for which the damages are not less than Fifty Twenty Five Thousand Dollars ($50,00025,000) and shall be subject to an aggregate maximum sum of Five Three Hundred Thousand Dollars ($500,000300,000), and (ii) Seller shall in no event event, except for fraud committed by Seller, have any liability for matters disclosed to Buyer in any documents and information produced for Buyer pursuant to this Agreement or discovered by Buyer prior to termination of this Agreement, and (iii) Seller shall have no liability for any such Seller’s Breach unless such damage claim is expressly asserted by Buyer in an action filed and served on Seller within one (1) year following the termination of the Agreement.

Seller Breach Before Closing. In the event that the Closing does not occur as a result of a Seller’s Breach which is not cured by Seller within five (5) days after written notice from Buyer to Seller of such Seller’s Breach, Buyer shall be entitled to (a) bring an action for specific performance if filed and served upon Seller within sixty (60) days after the occurrence of such alleged breach, or (b) terminate this Agreement, obtain a refund of the Deposit, if made, and pursue any remedies at law to which it may be legally entitled; provided, however, that (i) Seller’s liability for any such Seller’s Breach shall be limited to claims for which the damages are not less than Fifty Thousand Dollars ($50,000) and shall be subject to an aggregate maximum sum of Five Three Hundred Thousand Dollars ($500,000300,000), and (ii) Seller shall in no event have any liability for matters disclosed to Buyer in any documents and information produced for Buyer pursuant to this Agreement or discovered by Buyer prior to termination of this Agreement, and (iii) Seller shall have no liability for any such Seller’s Breach unless such damage claim is expressly asserted by Buyer in an action filed and served on Seller within one (1) year following the termination of the Agreement.