Common use of Seller Defaults Clause in Contracts

Seller Defaults. (i) If the transactions contemplated by this Agreement do not close by reason of the failure of the satisfaction of the conditions benefiting the Purchasers under Section 8.1 and 8.2 in this Agreement (except by reason as described in (ii) of this Section), then the Deposit shall be returned to the Purchasers, and neither Party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement. (ii) If the transactions contemplated by this Agreement do not close by reason of a breach by the Sellers then, at the Purchasers’ election, (A) the Deposit shall be returned to the Purchasers, and, except as provided in Section 10.3(a)(iii), neither Party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, or (B) if the Purchasers are ready, willing and able to close (including having immediately available funds to close, and is not otherwise in default), the Purchasers may specifically enforce this Agreement; provided, that any action by the Purchasers for specific performance must be commenced, if at all, within ninety (90) days of the Sellers’ default, the failure of which shall constitute a waiver by the Purchasers of such right and remedy. If the Purchasers shall not have commenced an action for specific performance within the aforementioned time period or so notified the Sellers of the Purchasers’ election to terminate this Agreement, then the Purchasers’ sole remedy shall be to terminate this Agreement in accordance with clause (A) above. In the event the Purchasers commence an equitable action for specific performance, the Sellers hereby acknowledge that the Purchasers do not have an adequate remedy at law and that injunctive relief and specific performance will not constitute a hardship to the Sellers. In addition, in the event the Purchasers prevail under any action under this Section 10.3(a), the Sellers shall pay to the Purchasers all their cost and expenses, including reasonable attorney’s fees incurred in pursuing such action. (iii) In the event this Agreement is terminated by the Purchasers in accordance with Section 10.1(b) as a result of the Sellers’ intentional breach, willful misrepresentation or fraud, in addition to the Purchasers’ right to receive the return of the Deposit or to seek specific performance as aforesaid, the Sellers shall be jointly and severally liable to the Purchasers for any damages to the Purchasers as a result of such breach; provided, however, that such damages shall be limited to the Expenses of the Purchasers, not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate. Such payment of Expenses shall be paid within three (3) Business Days after receipt of documentation supporting such Expenses. For purposes of this Agreement, “Expenses” means all out-of-pocket fees and expenses (including all fees and expenses of accountants, investment bankers, counsel, experts and consultants of the Purchasers and their affiliates) incurred by the Purchasers or on their behalf, prior to the termination of this Agreement, in connection with or related to the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby and the Purchasers’ investigation and examination of the Assets, together with any costs or expenses incurred by the Purchasers in enforcing their rights under this Article X.

Seller Defaults. (i) If the transactions contemplated by this Agreement do not close by reason Seller shall be unable to convey title, or to deliver possession of the failure Property, all as herein stipulated, or if on the Closing Date the Property does not conform with the provisions hereof, then Seller shall use reasonable efforts to remove all defects in title, and to deliver possession as provided herein, and to make the Property conform to the provisions hereof, as the case may be, and the Closing Date may be extended by mutual agreement of Seller and Buyer to a date not later than thirty (30) days after the previously scheduled Closing Date. If at the expiration of the satisfaction of the conditions benefiting the Purchasers under Section 8.1 and 8.2 extended time Xxxxxx xxxll have failed so to remove any defects in this Agreement title (except by reason as described other than monetary liens, which are covered in (ii) of this Sectionparagraph 4(b)), then deliver possession, or to make the Property conform, as the case may be, all as herein agreed, then, at Buyer's option, the Deposit shall be returned forthwith refunded and all other obligations of all parties hereto shall cease and this Agreement shall be void and without recourse to the Purchasers, and neither Party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement. (ii) If the transactions contemplated by this Agreement do not close by reason of a breach by the Sellers then, at the Purchasers’ election, (A) the Deposit shall be returned to the Purchasers, and, except as provided in Section 10.3(a)(iii), neither Party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, or (B) if the Purchasers are ready, willing and able to close (including having immediately available funds to close, and is not otherwise in default), the Purchasers may specifically enforce this Agreement; provided, that any action by the Purchasers for specific performance must be commenced, if at all, within ninety (90) days of the Sellers’ default, the failure of which shall constitute a waiver by the Purchasers of such right and remedy. If the Purchasers shall not have commenced an action for specific performance within the aforementioned time period or so notified the Sellers of the Purchasers’ election to terminate this Agreement, then the Purchasers’ sole remedy shall be to terminate this Agreement in accordance with clause (A) above. In the event the Purchasers commence an equitable action for specific performance, the Sellers hereby acknowledge that the Purchasers do not have an adequate remedy at law and that injunctive relief and specific performance will not constitute a hardship to the Sellers. In addition, in the event the Purchasers prevail under any action under this Section 10.3(a), the Sellers shall pay to the Purchasers all their cost and expenses, including reasonable attorney’s fees incurred in pursuing such action. (iii) In the event this Agreement is terminated by the Purchasers in accordance with Section 10.1(b) as a result of the Sellers’ intentional breach, willful misrepresentation or fraud, in addition to the Purchasers’ right to receive the return of the Deposit or to seek specific performance as aforesaid, the Sellers shall be jointly and severally liable to the Purchasers for any damages to the Purchasers as a result of such breachparties hereto; provided, however, that if Buyer is satisfied with the Property and the purchase price, then Buyer shall have the election in its sole and absolute discretion, at either the original or extended Closing Date, to accept such damages shall be limited title as the Seller can deliver to the Expenses Property in its then condition and to pay therefor the Purchase Price without deduction, except that in the event of such conveyance: (a) if the Property shall have been damaged by fire or casualty insured against, then Seller shall, unless Seller has previously restored the Property to its former condition, pay over or assign to Buyer, at the Closing Date, all amounts recovered or recoverable on account of such insurance, less any amounts reasonably expended by Seller for partial restoration, up to an amount equal to the Purchase Price; and (b) if any portion of the Purchasers, not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate. Such payment of Expenses Property shall be paid within three (3) Business Days after receipt of documentation supporting such Expenses. For purposes of this Agreement, “Expenses” means all out-of-pocket fees and expenses (including all fees and expenses of accountants, investment bankers, counsel, experts and consultants have been taken by exercise of the Purchasers and their affiliates) incurred power of eminent domain, Seller shall pay over or assign to Buyer at the Closing Date, all awards recovered or recoverable on account of such taking, less any amounts reasonably expended by the Purchasers or on their behalf, prior to the termination of this Agreement, in connection with or related to the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby and the Purchasers’ investigation and examination of the Assets, together with any costs or expenses incurred by the Purchasers in enforcing their rights under this Article X.Seller for partial restoration.

Seller Defaults. (i) If the transactions contemplated by this Agreement do transaction herein provided shall not close be closed by reason of the failure of the satisfaction of the conditions benefiting the Purchasers Purchaser under Section 8.1 Article VIII hereof (and 8.2 in not as a result of Seller's default under this Agreement (except by reason as described in (ii) of this SectionAgreement), then the Deposit shall be returned to the Purchasers, and neither Party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement. (ii) If the transactions contemplated by this Agreement do not close by reason of a breach by the Sellers then, at the Purchasers’ Purchaser's election, (A) the Deposit Deposits shall be returned to the PurchasersPurchaser, and, except as provided in Section 10.3(a)(iii), and neither Party party hereto shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, or (B) if the Purchasers are ready, willing and able to close (including having immediately available funds to close, and is not otherwise in default), the Purchasers Purchaser may specifically enforce this Agreement; provided, that any action by the Purchasers Purchaser for specific performance must be commenced, if at all, within ninety one hundred eighty (90180) days of the Sellers’ defaultlater to occur of Seller's default or June 1, 2006, the failure of which shall constitute a waiver by the Purchasers Purchaser of such right and remedy. If the Purchasers Purchaser shall not have commenced an action for specific performance within the aforementioned time period or so notified the Sellers Seller of the Purchasers’ its election to terminate this Agreement, then the Purchasers’ Purchaser's sole remedy shall be to terminate this Agreement in accordance with clause (A) above. In the event the Purchasers commence Purchaser commences an equitable action for specific performance, the Sellers Seller hereby acknowledge acknowledges that the Purchasers do Purchaser does not have an adequate remedy at law and that injunctive relief and specific performance will not constitute a hardship to the SellersSeller. In addition, in the event the Purchasers prevail Purchaser prevails under any action under this Section 10.3(a11.3(a), the Sellers Seller shall pay to the Purchasers Purchaser all their its cost and expenses, including reasonable attorney’s 's fees incurred in pursuing such action. (iii) . In the event this Agreement is terminated by the Purchasers Purchaser in accordance with Section 10.1(b11.1(b) as a result of the Sellers’ intentional breachSeller's breach of any representation, willful misrepresentation warranty or fraudcovenant contained in this Agreement, in addition to the Purchasers’ Purchaser's right to receive the return of the Deposit Deposits or to seek specific performance as aforesaid, the Sellers Seller shall be jointly and severally liable to the Purchasers Purchaser for any damages to of the Purchasers Purchaser as a result of such breach; provided. Nothing in this Section, however, that such damages shall be limited construed to the Expenses of the Purchasers, not limit Purchaser's rights or damages under any indemnities given by Seller to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate. Such payment of Expenses shall be paid within three (3) Business Days after receipt of documentation supporting such Expenses. For purposes of this Agreement, “Expenses” means all out-of-pocket fees and expenses (including all fees and expenses of accountants, investment bankers, counsel, experts and consultants of the Purchasers and their affiliates) incurred by the Purchasers or on their behalf, prior to the termination of this Agreement, in connection with or related to the preparation, negotiation, execution and performance of Purchaser under this Agreement (and the transactions contemplated hereby and the Purchasers’ investigation and examination of the Assets, together with any costs or expenses incurred by the Purchasers in enforcing their without limiting Purchaser's rights under this Article X.Section 12.5 hereof).

Seller Defaults. (i) If the transactions contemplated by this Agreement do not close by reason of the failure of the satisfaction of the conditions benefiting the Purchasers under Section 8.1 and 8.2 in this Agreement (except by reason as described in (ii) of this Section)on or prior to December 30, then the Deposit shall be returned to the Purchasers2005, and neither Party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement. (ii) If the transactions contemplated by this Agreement do not close by reason of a breach by the Sellers then, at the Purchasers’ election, (A) the Deposit shall be returned to the Purchasers, and, except as provided in Section 10.3(a)(iii), neither Party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, or (B) if the Purchasers are Purchaser is ready, willing and able to close (including having immediately available funds to close), including, if applicable, willing to waive any unsatisfied conditions to closing set forth in Article VII, and is not otherwise in default)default under the terms of this Agreement, and Seller refuses to proceed to Closing or refuses to effect the Purchasers transfer of the Shares to Purchaser, then Purchaser may specifically enforce this Agreement; provided, that any action by the Purchasers Purchaser for specific performance must be commenced, if at all, within ninety sixty (9060) days of the Sellers’ Seller's default, the failure of which shall constitute a waiver by the Purchasers Purchaser of such right and remedy. If the Purchasers Purchaser shall not have commenced an action for specific performance within the aforementioned time period or so notified the Sellers Seller of the Purchasers’ its election to terminate this Agreement, then the Purchasers’ Purchaser's sole remedy shall be to terminate this Agreement in accordance with clause (A) aboveAgreement; provided that Seller shall be liable to Purchaser for any actual damages of Purchaser as a result of Seller's refusal to close and/or transfer the Shares. In the event the Purchasers commence Purchaser commences an equitable action for specific performance, the Sellers Seller hereby acknowledge acknowledges that the Purchasers do Purchaser does not have an adequate remedy at law and that injunctive relief and specific performance will not constitute a hardship to the SellersSeller. In addition, in the event the Purchasers prevail that a party prevails under any action under this Section 10.3(a), the Sellers other party shall pay to the Purchasers prevailing party all their its cost and expenses, including reasonable attorney’s 's fees incurred in pursuing such action. (iii) In the event this Agreement is terminated by the Purchasers in accordance with Section 10.1(b) as a result of the Sellers’ intentional breach, willful misrepresentation or fraud, in addition to the Purchasers’ right to receive the return of the Deposit or to seek specific performance as aforesaid, the Sellers shall be jointly and severally liable to the Purchasers for any damages to the Purchasers as a result of such breach; provided, however, that such damages shall be limited to the Expenses of the Purchasers, not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate. Such payment of Expenses shall be paid within three (3) Business Days after receipt of documentation supporting such Expenses. For purposes of this Agreement, “Expenses” means all out-of-pocket fees and expenses (including all fees and expenses of accountants, investment bankers, counsel, experts and consultants of the Purchasers and their affiliates) incurred by the Purchasers or on their behalf, prior to the termination of this Agreement, in connection with or related to the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby and the Purchasers’ investigation and examination of the Assets, together with any costs or expenses incurred by the Purchasers in enforcing their rights under this Article X.

Seller Defaults. (i) If the transactions contemplated by this Agreement do not close by reason Seller shall be unable to convey title, or to deliver possession of the failure Property, all as herein stipulated, or if on the Closing Date the Property does not conform with the provisions hereof, then Seller shall use reasonable efforts to remove all 10 defects in title, and to deliver possession as provided herein, and to make the Property conform to the provisions hereof, as the case may be, and the Closing Date may be extended by mutual agreement of Seller and Buyer to a date not later than thirty (30) days after the previously scheduled Closing Date. If at the expiration of the satisfaction of the conditions benefiting the Purchasers under Section 8.1 and 8.2 extended time Xxxxxx xxxll have failed so to remove any defects in this Agreement title (except by reason as described other than monetary liens, which are covered in (ii) of this Sectionparagraph 4(b)), then deliver possession, or to make the Property conform, as the case may be, all as herein agreed, then, at Buyer's option, the Deposit shall be returned forthwith refunded and all other obligations of all parties hereto shall cease and this Agreement shall be void and without recourse to the Purchasers, and neither Party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement. (ii) If the transactions contemplated by this Agreement do not close by reason of a breach by the Sellers then, at the Purchasers’ election, (A) the Deposit shall be returned to the Purchasers, and, except as provided in Section 10.3(a)(iii), neither Party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, or (B) if the Purchasers are ready, willing and able to close (including having immediately available funds to close, and is not otherwise in default), the Purchasers may specifically enforce this Agreement; provided, that any action by the Purchasers for specific performance must be commenced, if at all, within ninety (90) days of the Sellers’ default, the failure of which shall constitute a waiver by the Purchasers of such right and remedy. If the Purchasers shall not have commenced an action for specific performance within the aforementioned time period or so notified the Sellers of the Purchasers’ election to terminate this Agreement, then the Purchasers’ sole remedy shall be to terminate this Agreement in accordance with clause (A) above. In the event the Purchasers commence an equitable action for specific performance, the Sellers hereby acknowledge that the Purchasers do not have an adequate remedy at law and that injunctive relief and specific performance will not constitute a hardship to the Sellers. In addition, in the event the Purchasers prevail under any action under this Section 10.3(a), the Sellers shall pay to the Purchasers all their cost and expenses, including reasonable attorney’s fees incurred in pursuing such action. (iii) In the event this Agreement is terminated by the Purchasers in accordance with Section 10.1(b) as a result of the Sellers’ intentional breach, willful misrepresentation or fraud, in addition to the Purchasers’ right to receive the return of the Deposit or to seek specific performance as aforesaid, the Sellers shall be jointly and severally liable to the Purchasers for any damages to the Purchasers as a result of such breachparties hereto; provided, however, that if Buyer is satisfied with the Property and the purchase price, then Buyer shall have the election in its sole and absolute discretion, at either the original or extended Closing Date, to accept such damages shall be limited title as the Seller can deliver to the Expenses Property in its then condition and to pay therefor the Purchase Price without deduction, except that in the event of such conveyance: (a) if the Property shall have been damaged by fire or casualty insured against, then Seller shall, unless Seller has previously restored the Property to its former condition, pay over or assign to Buyer, at the Closing Date, all amounts recovered or recoverable on account of such insurance, less any amounts reasonably expended by Seller for partial restoration, up to an amount equal to the Purchase Price; and (b) if any portion of the Purchasers, not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate. Such payment of Expenses Property shall be paid within three (3) Business Days after receipt of documentation supporting such Expenses. For purposes of this Agreement, “Expenses” means all out-of-pocket fees and expenses (including all fees and expenses of accountants, investment bankers, counsel, experts and consultants have been taken by exercise of the Purchasers and their affiliates) incurred by the Purchasers or on their behalf, prior to the termination power of this Agreement, in connection with or related to the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby and the Purchasers’ investigation and examination eminent domain (exclusive of the AssetsCalTrans Taking), together with Seller shall pay over or assign to Buyer at the Closing Date, all awards recovered or recoverable on account of such taking, less any costs or expenses incurred amounts reasonably expended by the Purchasers in enforcing their rights under this Article X.Seller for partial restoration.

Seller Defaults. (i) If If, at or before Closing, Seller is in default in any material respect of any of its obligations hereunder or any of Seller’s Warranties are, in the transactions contemplated by this Agreement do not close by reason of the failure of the satisfaction of the conditions benefiting the Purchasers under Section 8.1 aggregate, untrue, inaccurate or incorrect in any material respect, and 8.2 any such circumstance described in this Agreement sentence continues for five (except by reason as described in 5) Business Days after written notice (ii) of this Sectionwhich written notice shall detail such default or breach), then Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which any Deposit shall be returned to Buyer and, thereafter, the Purchasers, and neither Party parties shall have any no further obligation rights or liability to the other obligations hereunder except with respect to those provisions of this Agreement for obligations which expressly survive a termination of this Agreement. (ii) If the transactions contemplated by this Agreement do not close by reason of a breach by the Sellers then, at the Purchasers’ election, (A) the Deposit shall be returned to the Purchasers, and, except as provided in Section 10.3(a)(iii), neither Party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreement, or (Bb) if waive the Purchasers are ready, willing default or breach and able proceed to close the Transaction, or (including having immediately available funds to close, and is not otherwise in default), the Purchasers may specifically c) enforce specific performance of this AgreementAgreement by Seller; provided, that however, if specific performance is not available as a remedy as a result of Seller’s intentional acts, then if Buyer exercises its rights under clause (a) of this section, Buyer will be entitled to (x) the return of the Deposit, and (y) recover from Seller the reasonable, actual third party out-of-pocket direct transaction costs and expenses incurred by Buyer in connection with the Transaction in an amount not to exceed $250,000.00. As a condition precedent to Buyer exercising any right it may have to bring an action by the Purchasers for specific performance hereunder, Buyer must be commenced, if at all, commence such an action within ninety (90) days after the occurrence of the Sellers’ Seller’s default, the . Buyer agrees that its failure of which shall constitute a waiver by the Purchasers of to timely commence such right and remedy. If the Purchasers shall not have commenced an action for specific performance within the aforementioned time such ninety (90) day period or so notified the Sellers of the Purchasers’ election to terminate this Agreement, then the Purchasers’ sole remedy shall be deemed a waiver by it of its right to terminate this Agreement in accordance with clause (A) above. In the event the Purchasers commence an equitable action for specific performance, the Sellers hereby acknowledge that the Purchasers do not have an adequate remedy at law and that injunctive relief and specific performance will not constitute a hardship to the Sellers. In addition, in the event the Purchasers prevail under any action under this Section 10.3(a), the Sellers shall pay to the Purchasers all their cost and expenses, including reasonable attorney’s fees incurred in pursuing such action. (iii) In the event this Agreement is terminated by the Purchasers in accordance with Section 10.1(b) as well as a result waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Sellers’ intentional breach, willful misrepresentation or fraud, in addition to the Purchasers’ right to receive the return of the Deposit or to seek specific performance as aforesaid, the Sellers shall be jointly and severally liable to the Purchasers for any damages to the Purchasers as a result of such breach; provided, however, that such damages shall be limited to the Expenses of the Purchasers, not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate. Such payment of Expenses shall be paid within three (3) Business Days after receipt of documentation supporting such Expenses. For purposes of this Agreement, “Expenses” means all out-of-pocket fees and expenses (including all fees and expenses of accountants, investment bankers, counsel, experts and consultants of the Purchasers and their affiliates) incurred by the Purchasers or on their behalf, prior to the termination of this Agreement, in connection with or related to the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby and the Purchasers’ investigation and examination of the Assets, together with any costs or expenses incurred by the Purchasers in enforcing their rights under this Article X.Property.

Seller Defaults. (i) If the transactions contemplated by this Agreement do transaction herein provided shall not close be closed by reason of Seller’s default under this Agreement, then Purchaser shall have, as its exclusive remedies, the failure of the satisfaction of the conditions benefiting the Purchasers under Section 8.1 and 8.2 in right to either (a) terminate this Agreement (except by reason as described [in (ii) of this Section), then which event the Deposit (and all interest earned thereon) shall be returned to the PurchasersPurchaser, and neither Party party hereto shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a the termination of this Agreement. (ii) If the transactions contemplated by this Agreement do not close by reason of a breach by the Sellers then], at the Purchasers’ election, (A) the Deposit shall be returned Purchaser hereby waiving any right or claim to the Purchasers, and, except as provided in Section 10.3(a)(iii), neither Party shall have any further obligation or liability to the other except with respect to those provisions of this Agreement which expressly survive a termination of this Agreementdamages for Seller’s breach, or (Bb) if the Purchasers are ready, willing and able to close (including having immediately available funds to close, and is not otherwise in default), the Purchasers may specifically enforce this AgreementAgreement (but no other action, for damages or otherwise, shall be permitted); provided, provided that any action by the Purchasers Purchaser for specific performance must be commencedfiled, if at all, within ninety thirty (9030) days of the Sellers’ Seller’s default, and the failure of which to file within such period shall constitute a waiver by the Purchasers Purchaser of such right and remedy. If the Purchasers Purchaser shall not have commenced filed an action for specific performance within the aforementioned time period or so notified the Sellers Seller of the Purchasers’ its election to terminate this Agreement, then the Purchasers’ Purchaser’s sole remedy shall be to terminate this Agreement in accordance with clause (Aa) above. In the event the Purchasers commence an equitable action for specific performance, the Sellers hereby acknowledge that the Purchasers do Purchaser shall not have an adequate remedy at law and that injunctive relief and specific performance will not constitute a hardship to the Sellers. In addition, in the event the Purchasers prevail under any action under this Section 10.3(a), the Sellers shall pay to the Purchasers all their cost and expenses, including reasonable attorney’s fees incurred in pursuing such action. (iii) In the event this Agreement is terminated by the Purchasers in accordance with Section 10.1(b) other rights or remedies hereunder as a result of the Sellers’ intentional breachany default by Seller prior to Closing, willful misrepresentation or fraud, in addition to the Purchasers’ right to receive the return of the Deposit or to seek specific performance as aforesaid, the Sellers shall be jointly and severally liable to the Purchasers for Purchaser hereby waives any damages to the Purchasers other such remedy as a result of such breach; provided, however, that such damages shall be limited to a default hereunder by Seller. Without limiting the Expenses generality of the Purchasersforegoing, not Purchaser expressly waives its rights to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) seek damages from Seller in the aggregateevent of Seller’s default hereunder. Such payment of Expenses shall Nothing contained in this Section 9.1 will be paid within three (3) Business Days after receipt of documentation supporting such Expenses. For purposes of deemed to limit Purchaser’s rights or Seller’s obligations under any Seller indemnity requirement under this Agreement, “Expenses” means all out-of-pocket fees and expenses (including all fees and expenses of accountants, investment bankers, counsel, experts and consultants of the Purchasers and their affiliates) incurred by the Purchasers or on their behalf, prior to the termination of this Agreement, in connection with or related to the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby and the Purchasers’ investigation and examination of the Assets, together with any costs or expenses incurred by the Purchasers in enforcing their rights under this Article X..