Common use of Seller Default Clause in Contracts

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 xxx for damages (excluding, however, special, punitive or consequential damages).

Seller Default. (i) If Notwithstanding anything to the contrary contained in this Agreement, if Seller fails to perform any in accordance with the terms of its obligations under this Agreement that are required to be performed at or prior to the Closing (includingAgreement, 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 rightthen, as its Purchaser’s sole and exclusive remedy for such failurehereunder and at Purchaser’s option, Purchaser may either to (xa) terminate this Agreement by delivering written notice thereof to SellerAgreement, in which event this Agreement shall be null and void, and neither party shall have any further rights or obligations or liabilities hereunder under this Agreement, except for those liabilities as set forth in Sections 9.1.1, 10, 12.6 and obligations that expressly survive termination 12.16 and except further that Seller shall be obligated to reimburse Purchaser for Purchaser’s its reasonable out-of-pocket due diligence costs (not to exceed $100,000.00) and expenses incurred from and after the execution of this Agreement and in connection with preparing for the Closingthis Agreement up to but not in excess of $75,000.00, or (yb) specifically enforce the terms upon notice to Seller not more than ten (10) days after Purchaser becomes aware of such failure, and provided an action is filed within six (6) months thereafter, Purchaser may seek specific performance of this Agreement. , but not damages. Purchaser’s failure to seek specific performance as aforesaid shall constitute its election to proceed under clause (iia) Notwithstanding above. If specific performance is not available to Purchaser due to an intentional act of Seller (i.e., Seller has sold the foregoingMOB Property to another party), or if, upon the exercise of its right to specific performance, Purchaser shall not receive substantially the benefit of its bargain due to an intentional act of Seller (i.e., the condition of MOB Property, or the condition of title to the MOB Property, has materially changed since the Effective Date), or if Purchaser has terminated this Agreement due to the fraud or intentional material misrepresentation by Seller, then in any such case, in the event the Closing hereunder occurs and Seller fails addition 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 terminating this Agreement, including, without limitation, the right to xxx for damages (excluding, however, special, punitive or consequential Purchaser may seek and collect damages).

Seller Default. (i) If Seller fails to close the transaction contemplated hereby when obligated to do so, or if Seller fails to perform any of its other obligations under this Agreement that are required when obligated 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 Purchaserdo so, then Purchaser shall have may elect one of the right, following as its Purchaser’s sole and exclusive remedy for such failure, either to remedy: (xi) terminate this Agreement by delivering giving written notice thereof of termination and the reasons therefor to Seller, Seller in which event Seller shall be liable for any actual, documented, out-of-pocket due diligence costs and expenses incurred by Purchaser in connection with this transaction (provided, however, that Seller’s liability under this subsection (i) shall not exceed One Hundred Twenty-Five Thousand Dollars ($125,000)), and thereupon neither party Seller nor Purchaser shall have any further obligations or liabilities hereunder one to the other except for those liabilities as otherwise provided herein, and obligations that expressly survive termination the documents and except further that information provided to Purchaser by Seller and/or Seller’s agents shall be obligated returned to reimburse Purchaser for Seller and the Deposit shall be returned to 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 (yii) specifically enforce only if the terms Seller’s failure to perform consists of a failure to convey the Property to Purchaser when required to do so under the provisions of this Agreement, hereby waiving all other actions, rights or claims for damages, bring an equitable action for specific performance. (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 xxx for damages (excluding, however, special, punitive or consequential damages).

Seller Default. In the event that, (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 on the Closing Date, such failure Seller fails to proceed to Closing pursuant to the provisions of this Agreement, or (ii) on or before the Closing Date, Seller is in default of any of its material obligations hereunder or any of Seller’s Representations and Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, and subject to the notice provisions set forth in Section 12(c), and Purchaser 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 Purchaserin default hereunder, then Purchaser shall have the rightright to elect, as its sole and exclusive remedy for such failureremedy, either to either: (xA) terminate this Agreement by delivering written notice thereof to Seller, in promptly after which event neither party the Deposit shall be returned to Purchaser, and, thereafter, the parties shall have any no further rights or obligations or liabilities hereunder except for those liabilities and obligations that which expressly survive the termination of this Agreement, or (B) waive the default or breach and except further that Seller shall be obligated proceed to reimburse Purchaser for Purchaser’s reasonable out-of-pocket costs Closing without any reduction of or credit against the Purchase Price, or (not to exceed $100,000.00C) incurred from and after the execution seek specific performance of this Agreement by Seller (if and in connection with preparing for to the Closing, or (y) specifically enforce the terms of this Agreement. (ii) extent available and/or authorized pursuant to Virginia law). Notwithstanding the foregoing, in the event that specific performance is denied to Purchaser due to the Closing hereunder occurs acts of Seller, and Seller fails to perform any of its obligations under Purchaser terminates this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to subsection 12(b)(A) above, Seller shall promptly reimburse Purchaser for any costs and expenses incurred by Purchaser in connection this Agreement and any due diligence performed by Purchaser and any costs incurred by Purchaser in connection with the terms hereofLand Use Application and the Land Use Approvals, then Purchaser provided that such reimbursement obligation shall have all rights be limited to Two Hundred Fifty Thousand and remedies available at law, in equity or under this Agreement, including, without limitation, the right to xxx for damages No/100 Dollars (excluding, however, special, punitive or consequential damages$250,000.00).

Seller Default. (i) If Seller fails to perform any of shall default in its performance obligations under this Agreement that are required to be performed at or prior to or on the Closing (includingDate or the representations and warranties of Seller set forth in this Agreement shall not be true and correct in any material respect as and when made in accordance with their respective terms, without limitation, the delivery of the Deed) and, in the case of with respect to any such failure that occurs prior default other than a default by Seller to tender performance on the Closing Date, such failure is not cured on or prior default shall continue for more than ten (10) days following written notice thereof given by Purchaser to the earlier of Seller or, if sooner, the Closing Date or three (3) days after Seller’s receipt of written notice of such failure from PurchaserDate, then and in such event Purchaser shall have the right, as its sole and exclusive remedy for such failure, be entitled either (i) to (x) terminate this Agreement by delivering upon written notice thereof given to Seller, in which event the Deposit promptly shall be released to Purchaser and neither party shall have any further rights or obligations or liabilities to the other hereunder except for those liabilities and obligations that as 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 provided in this Agreement and in connection with preparing for the ClosingAgreement, or (yii) specifically enforce to seek specific performance of, but not damages from, Seller; provided, however, that if specific performance is not a remedy available to Purchaser solely as a result of a prior sale of the Property (or part thereof) by Seller to a third party, then, in such event (and provided that Purchaser is not in default under the terms of this Agreement. ), Purchaser shall also be entitled to pursue an action for compensatory damages against Seller; provided, however, such compensatory damages shall in no event exceed Ten Million and No/100 Dollars (ii) $10,000,000.00). Notwithstanding the foregoing, if Purchaser for any reason shall not file an action for specific performance in any court asserting jurisdiction over the event the Closing hereunder occurs Property and Seller fails to perform any of its obligations under this Agreement within sixty (arising either before or after 60) days from the date scheduled for Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Purchaser conclusively shall be deemed to have all rights and remedies available at law, in equity or under this Agreement, including, without limitation, the waived its right to xxx for damages (excluding, however, special, punitive or consequential damages)of specific performance hereunder.

Seller Default. (i) If In the event that Seller fails breaches or shall have failed in any material respect on the Closing Date to perform have performed any of its obligations under the covenants and agreements contained in this Agreement that which are required to be performed by Seller on or before the Closing Date, any representation or warranty of Seller herein was untrue when made, or Seller shall have caused any representation or warranty to become untrue between the date of this Agreement and the Closing, then Buyer shall have the right to take any and all legal actions necessary to compel Seller’s specific performance hereunder (it being acknowledged that damages at law would be an inadequate remedy), and to consummate the transaction contemplated by this Agreement in accordance with the provisions of this Agreement. In the event all of the conditions listed in Section 7.2 have not been satisfied or prior waived, Buyer may elect to terminate this Agreement and receive the Escrowed Amount and this Agreement shall be null and void without further recourse to either party hereto. Notwithstanding anything to the Closing (includingcontrary contained herein, without limitation, should specific performance be unavailable and rendered meaningless to Buyer due to a willful action of Seller in violation of this Agreement such as the delivery conveyance of the Deed) and, in the case of any such failure that occurs Property to a third party 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 Buyer shall be obligated entitled to reimburse Purchaser for Purchasera reimbursement from Seller of Buyer’s reasonable actual and documented out-of-pocket third party costs (incurred in connection with this transaction, not to exceed an amount of One Hundred Fifty Thousand Dollars ($100,000.00) incurred from and after 150,000), which reimbursement right shall survive the execution of this Agreement and in connection with preparing for the Closing, or (y) specifically enforce the terms termination 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 xxx for damages (excluding, however, special, punitive or consequential damages).

Seller Default. If, on the Closing Date, (i) If Seller fails to perform is in default of any of its obligations hereunder, (ii) any of Seller's representations or warranties made herein are untrue, inaccurate or incorrect in any material respect, or (iii) any condition to the obligation of Purchaser to close hereunder has not been satisfied as a result of the failure by Seller to perform its obligations under this Agreement that are required to be performed at Agreement, 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 Purchaserotherwise, then Purchaser shall have the rightmay elect, as its sole remedy, after first having given Seller notice and exclusive remedy for such failureone (1) Business Day's opportunity to cure the same, either to (x) terminate this Agreement by delivering written notice thereof to SellerSeller and the Escrow Agent, promptly after which the Deposit plus any interest accrued thereon shall be returned to Purchaser, (y) waive such default, misrepresentation or condition and proceed to close the transaction under this Agreement without any reduction of or credit against the Purchase Price, or (z) seek specific performance of this Agreement. If this Agreement is so terminated, then Purchaser shall be entitled immediately to the proceeds of the Deposit plus any interest accrued thereon as liquidated damages (and Seller shall so instruct the Title Company in which event writing), and thereafter neither party to this Agreement shall have any further rights or obligations or liabilities hereunder except for those liabilities and obligations other than any arising under any Section herein which expressly provides that expressly survive it survives the 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 xxx for damages (excluding, however, special, punitive or consequential damages).

Seller Default. (i) If Seller fails to perform Notwithstanding any of its obligations under provision in this Agreement that are required to be performed at or prior to the Closing (includingcontrary, without limitation, the delivery of the Deed) and, in the case of any such failure that occurs prior to if the Closing Date, such failure is does not cured on or prior to occur by reason of a material default by Seller which continues until the earlier expiration of the Closing Date or three two (32) days after Seller’s receipt of written notice of such failure from PurchaserBuyer, then Purchaser Buyer shall have the right, as its sole and exclusive remedy for such failureremedy, either to (xi) terminate this Agreement by delivering written notice thereof to SellerAgreement, in which event neither party Buyer shall have any further obligations receive the Exxxxxx Deposit (without the requirement or liabilities hereunder except need to receive written instructions from Seller) and a reimbursement from Seller for those liabilities and obligations that expressly survive termination and except further that Seller shall be obligated to reimburse Purchaser for Purchaserall of Buyer’s reasonable out-of-pocket expenses incurred by Buyer in connection with this Agreement through the date of such termination, provided, however, that such expenses shall not exceed $1,500,000 (the “Pursuit Costs”) and neither of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination, (ii) waive such default and proceed to the Closing without a reduction in the Purchase Price, or (iii) provided Buyer is not otherwise in material default under this Agreement, bring an action for specific performance of Seller’s obligations hereunder, in which case Seller shall be liable to Buyer for all of Buyer’s costs and expenses relating to such specific performance action (not to exceed $100,000.00the Pursuit Costs), within ninety (90) incurred from days following the scheduled Closing Date. Anything in this Section 10.1 to the contrary notwithstanding, if Seller intentionally breaches this agreement and after conveys any of the execution of this Agreement and Properties or Membership Interests in connection with preparing for the Closing, or (y) specifically enforce the terms violation of this Agreement. , then Buyer shall be entitled to all remedies available in law and equity (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 Closingincluding consequential damages) and such obligation expressly survives the Closing pursuant shall not be limited in any way 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 xxx for damages (excluding, however, special, punitive or consequential damages)its Pursuit Costs.

Seller Default. If Seller shall (a) default in its obligation to convey the Property to Purchaser on the Closing Date pursuant to this Agreement (a “Seller Closing Default”), (b) otherwise default hereunder or (c) breach or default under any Loan Document, which breach or default is not cured prior to acceleration of the Loan, subject to the expiration of the cure period (other than with respect to any Seller Closing Default) provided under Section 11.6 hereof, then so long as Purchaser is not then in default under this Agreement, Purchaser shall elect as its sole and exclusive remedy hereunder either to (i) If terminate the Agreement and recover the Deposit and a reimbursement from Seller fails of Purchaser’s actual out-of-pocket costs related to perform any of its obligations under the Property and this Agreement that are required up to be performed at a maximum amount of $200,000.00; or prior (ii) enforce Seller’s obligations to convey the Closing Property by delivering written notice to Seller within thirty (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 (330) days after the scheduled Closing which describes such default and states Purchaser’s election to enforce specific performance and actually filing suit within sixty (60) days thereafter, provided if such limitation on the time period to file suit is prohibited or limited by law, the time period shall be extended to the minimum limitation period allowed by law; provided, however, that in the event specific performance is not available to Purchaser pursuant to the foregoing clause (ii) as a result of Seller’s receipt sale of written notice the Property, the Land, the Improvements or any material portion of such failure from Purchaserthe Personal Property in violation of this Agreement, then Purchaser shall have the right, as its sole and exclusive remedy for such failure, either right 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 exercise all rights and remedies available at law, law or in equity or under this Agreement, including, without limitation, the right to xxx for damages (excluding, however, special, punitive or consequential damages)equity.

Seller Default. (i) If Seller fails to perform any of its obligations under this Agreement that which are required to be performed at or prior to the Closing (including, without limitation, including the delivery of the Deed) and, in Deed and the case payment of any such failure that occurs prior to the amounts under Section 12) and Purchaser has performed its material obligations under this Agreement (“Seller 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 PurchaserDefault”), then Purchaser shall have the rightmay, as its sole and exclusive remedy for such failuretherefor, elect to either to (xi) terminate this Agreement by delivering written notice thereof to Seller, in which event neither party the Xxxxxxx Money Deposit shall have any be returned to Purchaser, and the parties shall be relieved of all further obligations or and 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 Closinghereunder, or (yii) specifically enforce the terms of this Agreement. , provided that (A) if Purchaser elects the remedy under subsection (ii) Notwithstanding immediately above, Purchaser must file a legal action for specific performance within sixty (60) days after the foregoingClosing Date, and (B) in the event the Closing hereunder occurs and Seller fails to perform any of its obligations an obligation 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, law or in equity or under this Agreementequity, including, without limitation, the right to xxx for damages (excluding, however, special, punitive or consequential damages).

Seller Default. (i) If In the event that Seller fails breaches or shall have failed in any material respect on the Closing Date to perform have performed any of its obligations under the covenants and agreements contained in this Agreement that which are required to be performed at by Seller on or prior to before the Closing Date (including"Seller Default"), without limitation, then Buyer shall have the delivery right to either (a) receive a refund of the DeedDeposit or (b) andtake any and all legal actions necessary to compel Seller's specific performance hereunder and to consummate the transaction contemplated by this Agreement in accordance 'with the provisions of this Agreement, in the case of provided that any such failure that occurs prior to action must be commenced within ninety (90) days following the Closing Date, such failure is not cured on . In no event shall Seller be liable to Buyer for any consequential or prior to the earlier punitive damages based upon any breach 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, breaches of representation or warranty. Notwithstanding anything herein to the right contrary, if the breach in question is caused by the bad faith, willful and/or intentional act or omission of Seller and/or Seller's agents, then regardless of whether Buyer has elected to xxx enforce specific performance under subsection (b) above or to terminate this Agreement under subsection (a) above, then Seller shall reimburse Buyer for damages (excludingthe out-of-pocket costs and expenses incurred by Buyer in connection with this transaction including Buyer's due diligence investigation of the Property and the legal fees and expenses of and court and other costs and expenses of preparing, however, special, punitive or consequential damages)negotiating and enforcing this Agreement.

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 PurchaserConveyance Document), then Purchaser shall have the right, as its sole all rights and exclusive remedy for such failure, either to (x) terminate this Agreement by delivering written notice thereof to Sellerremedies at law, in which event neither party shall have any further obligations equity or liabilities hereunder except under this Agreement, including, without limitation, the right to xxx for those liabilities damages (excluding, however, special, punitive or consequential damages) and obligations that expressly survive termination and except further that Seller shall be obligated the right 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 (in such regard, Seller acknowledges and agrees that specific performance is an appropriate remedy for a Seller default hereunder, among other reasons, because, if the parties have entered into this Agreement, it shall be because, pursuant to ARML3, the parties will have unsuccessfully attempted to sell the Property to a third party for a number of years and the sale set forth in this Agreement is the parties’ agreed upon last resort solution to any such previous failure to sell to a third party and to implementing and achieving a sale of the Property by Seller). (ii) Notwithstanding the foregoing, in the event the Closing hereunder occurs and Seller fails to perform any of its obligations an obligation 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 xxx for damages (excluding, however, special, punitive or consequential damages) and the right to specifically enforce the terms of this Agreement (in such regard, Seller acknowledges and agrees that specific performance is an appropriate remedy for a Seller default hereunder).