Common use of Seller Default/Purchaser’s Remedies Clause in Contracts

Seller Default/Purchaser’s Remedies. If Seller fails in any material respect to perform its obligations under this Agreement, and Seller does not cure such failure within five (5) days after its receipt of written notice of such failure from Purchaser (a “Seller Default”) (provided that such five (5) day cure period shall not apply to a default by Seller to deposit the Deed and other closing documents to be held in escrow with the Escrow Company on the Closing Date) then Purchaser may elect as its sole and exclusive remedy (at law or in equity): (a) to terminate this Agreement and recover damages in an amount equal to the total of all of Purchaser’s out-of-pocket costs of the transaction actually incurred in connection with this Agreement and Purchaser’s Due Diligence, such amounts not to exceed Two Hundred Thousand Dollars ($200,000) (“Seller’s Liability Amount”); provided, however, that this provision shall not limit Purchaser’s rights to receive reimbursement for any additional costs, expenses and/or fees (including, without limitation, reasonable attorney’s fees and costs) pursuant to Section 15.3 below in addition to the Seller’s Liability Amount in the event of a dispute regarding the disposition of the Seller’s Liability Amount to the extent Purchaser prevails in such dispute; (b) to waive the Seller Default and proceed to Closing; or (c) to seek specific performance of Seller’s obligation to sell the Property to Purchaser pursuant to the terms of this Agreement; provided, however, if Purchaser elects to pursue any action for specific performance and such remedy is not available or enforceable by Purchaser for any reason other than as a result of Purchaser’s and/or its Affiliates’ willful acts, then Purchaser shall still have the right to terminate this Agreement and pursue all rights and remedies afforded Purchaser under Section 15.2(a) above, provided that in no event shall Seller be liable for any consequential damage. If Purchaser initially fails to elect, by written notice to Seller, any of the foregoing remedies within thirty (30) days after Purchaser’s delivery of the default notice contemplated by this Section 15.2, Purchaser shall conclusively be deemed to have elected the remedy set forth in Section 15.2(a).

Seller Default/Purchaser’s Remedies. If Seller fails in any material respect to perform its obligations under this Agreement, and Seller does not cure such failure within five (5) days after its receipt of written notice of such failure from Purchaser (a “Seller Default”) (provided that such five (5) day cure period shall not apply to a default by Seller to deposit the Deed and other closing documents to be held in escrow with the Escrow Company on the Closing Date) then Purchaser may elect as its sole and exclusive remedy (at law or in equity): (a) to terminate this Agreement and recover damages in an amount equal to the total of all of Purchaser’s out-of-pocket costs of the transaction actually incurred in connection with this Agreement and Purchaser’s Due Diligence, such amounts not to exceed Two Hundred Thousand Dollars ($200,000) (“Seller’s Liability Amount”); provided, however, that this provision shall not limit Purchaser’s rights to receive reimbursement for any additional costs, expenses and/or fees (including, without limitation, reasonable attorney’s fees and costs) pursuant to Section 15.3 16.3 below in addition to the Seller’s Liability Amount in the event of a dispute regarding the disposition of the Seller’s Liability Amount to the extent Purchaser prevails in such dispute; (b) to waive the Seller Default and proceed to Closing; or (c) to seek specific performance of Seller’s obligation to sell the Property to Purchaser pursuant to the terms of this Agreement; provided, however, if Purchaser elects to pursue any action for specific performance and such remedy is not available or enforceable by Purchaser for any reason other than as a result of Purchaser’s and/or its Affiliates’ willful acts, then Purchaser shall still have the right to terminate this Agreement and pursue all rights and remedies afforded Purchaser under Section 15.2(a16.2(a) above, provided that in no event shall Seller be liable for any consequential damage. If Purchaser initially fails to elect, by written notice to Seller, any of the foregoing remedies within thirty (30) days after Purchaser’s delivery of the default notice contemplated by this Section 15.216.2, Purchaser shall conclusively be deemed to have elected the remedy set forth in Section 15.2(a16.2(a).

Seller Default/Purchaser’s Remedies. If Seller fails in any material respect to perform its obligations under this Agreement, and Seller does not cure such failure within five (5) days after its receipt of written notice of such failure from Purchaser (a “Seller Default”) (provided that such five (5) day cure period shall not apply to a default by Seller to deposit the Deed and other closing documents to be held in escrow with the Escrow Company on the Closing Date) then Purchaser may elect as its sole and exclusive remedy (at law or in equity): (a) to terminate this Agreement and recover damages in an amount equal to the total of all of Purchaser’s out-of-pocket costs of the transaction actually incurred in connection with this Agreement and Purchaser’s Due Diligence, such amounts not to exceed Two Hundred Thousand Dollars ($200,000) (“Seller’s Liability Amount”); provided, however, that this provision shall not limit Purchaser’s rights to receive reimbursement for any additional costs, expenses and/or fees (including, without limitation, reasonable attorney’s fees and costs) pursuant to Section 15.3 below in addition to the Seller’s Liability Amount in the event of a dispute regarding the disposition of the Seller’s Liability Amount to the extent Purchaser prevails in such dispute;dispute or with respect to the Surviving Obligations; ACTIVE/85506504.17 LEGAL_US_W # 85494519.11 (b) to waive the Seller Default and proceed to Closing; or (c) to seek specific performance of Seller’s obligation to sell the Property to Purchaser pursuant to the terms of this Agreement; provided, however, if Purchaser elects to pursue any action for specific performance and such remedy is not available or enforceable by Purchaser for any reason other than as a result of Purchaser’s and/or its Affiliates’ willful acts, then Purchaser shall still have the right to terminate this Agreement and pursue all rights and remedies afforded Purchaser under Section 15.2(a) above, provided that in no event shall Seller be liable for any consequential damage. If Purchaser initially fails to elect, by written notice to Seller, any of the foregoing remedies within thirty (30) days after Purchaser’s delivery of the default notice contemplated by this Section 15.2, Purchaser shall conclusively be deemed to have elected the remedy set forth in Section 15.2(a).

Seller Default/Purchaser’s Remedies. If Seller fails in any material respect to perform its obligations under this Agreement, and Seller does not cure such failure within five (5) days after its receipt of written notice of such failure from Purchaser (a “Seller Default”) (provided that such five (5) day cure period shall not apply to a default by Seller to deposit the Deed and other closing documents to be held in escrow with the Escrow Company on the Closing Date) then Purchaser may elect as its sole and exclusive remedy (at law or in equity): (a) to terminate this Agreement and recover damages in an amount equal to the total of all of Purchaser’s out-of-pocket costs of the transaction actually incurred in connection with this Agreement and Purchaser’s Due Diligence, such amounts not to exceed Two Hundred Thousand Dollars ($200,000) (“Seller’s Liability Amount”); provided, however, that this provision shall not limit Purchaser’s rights to receive reimbursement for any additional costs, expenses and/or fees (including, without limitation, reasonable attorney’s fees and costs) pursuant to Section 15.3 below in addition to the Seller’s Liability Amount in the event of a dispute regarding the disposition of the Seller’s Liability Amount to the extent Purchaser prevails in such disputedispute or with respect to the Surviving Obligations; (b) to waive the Seller Default and proceed to Closing; or (c) to seek specific performance of Seller’s obligation to sell the Property to Purchaser pursuant to the terms of this Agreement; provided, however, if Purchaser elects to pursue any action for specific performance and such remedy is not available or enforceable by Purchaser for any reason other than as a result of Purchaser’s and/or its Affiliates’ willful acts, then Purchaser shall still have the right to terminate this Agreement and pursue all rights and remedies afforded Purchaser under Section 15.2(a) above, provided that in no event shall Seller be liable for any consequential damage. If Purchaser initially fails to elect, by written notice to Seller, any of the foregoing remedies within thirty (30) days after Purchaser’s delivery of the default notice contemplated by this Section 15.2, Purchaser shall conclusively be deemed to have elected the remedy set forth in Section 15.2(a).