Seller Default Clause Samples
The Seller Default clause defines the consequences and remedies available if the seller fails to fulfill their contractual obligations. Typically, this clause outlines what constitutes a default by the seller, such as failing to deliver goods, missing deadlines, or breaching warranties, and specifies the buyer’s rights in response, which may include termination of the contract, seeking damages, or other remedies. Its core function is to allocate risk and provide a clear process for addressing seller non-performance, thereby protecting the buyer’s interests and ensuring accountability.
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Seller Default. If a Seller defaults (i) in its obligations hereunder to deliver to Escrow Agent the deliveries specified under Section 5.2 with respect to such Seller on the date required thereunder, or (ii) to close on the sale of such Seller’s Property on the Closing Date, then, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may exercise its rights set forth in this Section 10.2 without any further opportunity of such Seller to receive notice or to cure such default. If a Seller, prior to the Closing, defaults in its other covenants or obligations under this Contract (other than such Seller’s obligation to close on the sale of such Seller’s Property on the Closing Date), and such default continues for more than ten (10) days after written notice from Purchaser, then, provided that Purchaser is not in default under this Contract, at Purchaser's election and as Purchaser's sole and exclusive remedy, Purchaser may either (a) subject to the conditions below, seek specific performance of the defaulting Seller’s obligation to deliver its Deed pursuant to this Contract (but not damages), or (b) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Contract for the Property for which there was such a default and receive a return of the Allocated Deposit Amount for such Property from Escrow Agent. If Purchaser, pursuant to any provision of this Section 10.2, elects to terminate this Contract for the Property for which there was a default, then Purchaser may recover, as its sole recoverable damages (but without limiting its right to receive a refund of the Allocated Deposit Amount for such terminated Property), its direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in connection with the Property for which this Contract has been terminated, which damages shall not exceed $75,000 per terminated Property. Purchaser may seek specific performance of defaulting Seller’s obligation to deliver the Deed pursuant to this Contract only if, as a condition precedent to initiating such litigation for specific performance, Purchaser first shall (i) not otherwise be in default under this Contract and (ii) file suit therefor with the court on or before the ninetieth (90th) day after the Closing Date. Purchaser agrees that it shall promptly deliver to each Seller an assignment of all of Purchaser’s right, title and...
Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be returned to the Buyer, Seller shall reimburse Buyer for Buyer’s actual and verifiable due diligence costs and expenses (not to exceed $75,000) and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for specific performance.
Seller Default. If Seller defaults, Buyer may elect one of the following remedies: (a) cancel the REPC, and in addition to the return of the ▇▇▇▇▇▇▇ Money Deposit, or Deposits, if applicable, Buyer may elect to accept from Seller, as liquidated damages, a sum equal to the ▇▇▇▇▇▇▇ Money Deposit, or Deposits, if applicable; or (b) maintain the ▇▇▇▇▇▇▇ Money Deposit, or Deposits, if applicable, in trust and ▇▇▇ Seller to specifically enforce the REPC; or (c) accept a return of the ▇▇▇▇▇▇▇ Money Deposit, or Deposits, if applicable, and pursue any other remedies available at law. If Buyer elects to accept liquidated damages, Seller agrees to pay the liquidated damages to Buyer upon demand.
Seller Default. (i) If Seller fails to perform any of its obligations under this Agreement that are required to be performed at or prior to the Closing (including, without limitation, the delivery of the Deed) and, in the case of any such failure that occurs prior to the Closing Date, such failure is not cured on or prior to the earlier of the Closing Date or three (3) days after Seller’s receipt of written notice of such failure from Purchaser, then Purchaser shall have the right, as its sole and exclusive remedy for such failure, either to (x) terminate this Agreement by delivering written notice thereof to Seller, in which event neither party shall have any further obligations or liabilities hereunder except for those liabilities and obligations that expressly survive termination and except further that Seller shall be obligated to reimburse Purchaser for Purchaser’s reasonable out-of-pocket costs (not to exceed $100,000.00) incurred from and after the execution of this Agreement and in connection with preparing for the Closing, or (y) specifically enforce the terms of this Agreement.
(ii) Notwithstanding the foregoing, in the event the Closing hereunder occurs and Seller fails to perform any of its obligations under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Purchaser shall have all rights and remedies available at law, in equity or under this Agreement, including, without limitation, the right to ▇▇▇ for damages (excluding, however, special, punitive or consequential damages).
Seller Default. If Seller defaults under this Contract, and such default continues for thirty (30) days following written notice from Buyer, Buyer may elect, as Buyer’s sole and exclusive remedy, either (i) to terminate this Contract by written notice to Seller delivered to that Seller at any time prior to the completion of such cure, in which event the ▇▇▇▇▇▇▇ Money Deposit, including any interest thereon, shall be returned to the Buyer, and thereafter both the Buyer and Seller shall thereupon be released from all obligations with respect to this Contract, except as otherwise expressly provided herein; or (ii) to treat this Contract as being in full force and effect by written notice to Seller delivered to Seller at any time prior to the completion of such cure, in which event the Buyer shall have the right to an action against the defaulting Seller for damages, specific performance and all other rights and remedies available at law or in equity.
Seller Default. If for any reason other than failure of Seller to make Seller’s title marketable after reasonable diligent effort, Seller fails, neglects or refuses to perform Seller’s obligations under this Contract, Buyer may elect to receive return of Buyer’s Deposit without thereby waiving any action for damages resulting from Seller’s breach, and, pursuant to Paragraph 16, may seek to recover such damages or seek specific performance. This Paragraph 15 shall survive Closing or termination of this Contract.
(a) Buyer and Seller will have 10 days after the date conflicting demands for the Deposit are made to attempt to resolve such Dispute, failing which, Buyer and Seller shall submit such Dispute to mediation under Paragraph 16(b).
(b) Buyer and Seller shall attempt to settle Disputes in an amicable manner through mediation pursuant to Florida Rules for Certified and Court-Appointed Mediators and Chapter 44, F.S., as amended (the “Mediation Rules”). The mediator must be certified or must have experience in the real estate industry. Injunctive relief may be sought without first complying with this Paragraph 16(b). Disputes not settled pursuant to this Paragraph 16 may be resolved by instituting action in the appropriate court having jurisdiction of the matter. This Paragraph 16 shall survive Closing or termination of this Contract.
Seller Default. IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF SELLER’S DEFAULT HEREUNDER, THEN PURCHASER SHALL HAVE, AS ITS SOLE AND EXCLUSIVE REMEDIES (ALL OTHER RIGHTS AND/OR REMEDIES, WHETHER AVAILABLE AT LAW OR IN EQUITY, BEING IRREVOCABLY WAIVED) THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER AND PURCHASER SHALL BE ENTITLED TO THE “PURCHASER’S TRANSACTION COSTS” (AS DEFINED BELOW)) AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHER EXCEPT WITH RESPECT TO THE SURVIVING OBLIGATIONS, PURCHASER HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR SELLER’S BREACH, OR (B) SPECIFICALLY ENFORCE SELLER’S OBLIGATION TO TRANSFER THE PROPERTY (IT BEING ACKNOWLEDGED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE APPLICABLE TO ANY OTHER COVENANT OR AGREEMENT OF SELLER CONTAINED HEREIN); PROVIDED THAT ANY ACTION BY PURCHASER FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN THIRTY (30) DAYS OF DISCOVERY OF SELLER’S DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY PURCHASER OF SUCH RIGHT AND REMEDY. IF PURCHASER SHALL NOT HAVE FILED AN ACTION FOR SPECIFIC PERFORMANCE WITHIN THE AFOREMENTIONED TIME PERIOD OR SO NOTIFIED SELLER OF ITS ELECTION TO TERMINATE THIS AGREEMENT, PURCHASER’S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE (A) ABOVE. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.1 WILL LIMIT PURCHASER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY SELLER OF ANY OF THE SURVIVING OBLIGATIONS. In the event Purchaser terminates this Agreement as a result of Seller’s default, then Seller shall reimburse to Purchaser, within ten (10) Business Days after Purchaser’s written request therefor, Purchaser’s actual, third party, out-of-pocket costs and expenses incurred in connection with this Agreement and the transaction contemplated by this Agreement (which were incurred prior to or after the date of this Agreement), including, without limitation, the actual, third party, out-of-pocket costs and expenses in an amount not to exceed $50,000 incurred by Purchaser in connection with: (A) negotiating this Agreement, (B) obtaining the Survey, and (C) Purchaser’s investigations and due diligence activities with respect to the Property (collectively, “Purchaser’s Transaction Costs”), provided, that Purchaser shall deliver to Seller a copy of third-party invoi...
Seller Default. The occurrence at any time of any of the following events shall constitute a “Seller Default”:
Seller Default. In the event Seller defaults under this Agreement, Seller shall, in addition to its other obligations set forth elsewhere herein, reimburse Broker for the out-of-pocket costs and expenses incurred by Broker and Broker’s affiliated Licensees in seeking to market and sell the Property. Such costs and expenses shall include without limitation printing and copying charges, mileage at the highest rate allowed by the IRS as a business deduction and expenses to advertise the Property in various media. Seller shall also pay all costs, fees and charges for removing the listing from any multiple listing service. The payment of these costs, fees, charges and expenses by Seller shall not waive or limit Broker’s right to assert any other claim, cause of action or suit (hereinafter collectively “Claims”) against Seller for a real estate commission(s) and/or other damages and shall not release Seller from such Claims. Notwithstanding the above, the amount of such fees, charges, costs and expenses paid by Seller to Broker hereunder shall be an offset against any Claim of Broker for a real estate commission(s).
Seller Default. (a) This Agreement may be terminated by the Buyer prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:
(i) (A) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure, or (B) the Sellers shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Sellers that would cause any condition to Closing set forth in Section 5.2 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Buyer to the Sellers of such breach or failure; provided that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 13.2(a)(i) if the Buyer is then in material breach of any of their covenants or agreements set forth in this Agreement; or
(ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.
(b) In the event this Agreement is terminated pursuant to Section 13.2(a), (i) then the Buyer shall be required to terminate each Other PSA pursuant to Section 13.2(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.2(c) and (d).
(c) Upon termination of this Agreement by the Buyer pursuant to Section 13.2(a)(i), as the Buyer’s sole and exclusive remedy upon such termination (except for the additional remedy provided in Section 13.2(d) below), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the ▇▇▇▇▇▇▇ Money is in the form of immediately available wired funds, disburse the ▇▇▇▇▇▇▇ Money (together with interest thereon) to the ...