Common use of Seller Defaults Clause in Contracts

Seller Defaults. In the event that Seller, on or prior to the Closing Date, shall default in the performance of its obligations hereunder, Buyer, as its sole and exclusive remedy, may either (a) seek specific performance of Seller’s obligations hereunder, (b) terminate this Agreement and receive a refund of the Exxxxxx Money, along with reimbursement by Seller of up to One Hundred Thousand Dollars ($100,000) of Buyer's reasonable out-of pocket costs and expenses actually incurred in connection with the transaction contemplated by this Agreement, including, without limitation, legal fees and expenses, loan fees, rate-lock fees, deposits, third party inspection costs and travel expenses, whereupon neither party shall have any further obligation to the other party hereunder except for the Termination Surviving Obligations. Notwithstanding the foregoing to the contrary, if Buyer elects to pursue the equitable remedy of specific performance, and, due to the wrongful or intentional act of Seller, the equitable remedy of specific performance is not available; Buyer may seek any other right or remedy available at law or in equity except as otherwise limited by this Agreement. Further, notwithstanding anything to the contrary in this Agreement, Seller shall not be liable to Buyer for any damages, including, without limitation, any direct, punitive, speculative or consequential damages. The provisions of this Section shall not limit Buyer's or Seller's right to pursue and recover on a claim with respect to any of the Termination Surviving Obligations.

Seller Defaults. In the event that Seller, on or If Seller shall default hereunder prior to the Closing DateClosing, Purchaser shall default in the performance of its obligations hereunder, Buyer, be entitled as its sole and exclusive remedy, may remedies to either (a) seek specific performance of Seller’s obligations hereunder, (bi) terminate this Agreement and receive obtain a refund of all of the Exxxxxx Money, along with Xxxxxxx Money and reimbursement by Seller of up to One Hundred Thousand Dollars ($100,000) of Buyer's reasonable its actual out-of of-pocket costs and expenses actually incurred in connection with the transaction contemplated by this Agreement in an amount not to exceed $200,000; or (ii) to xxx for specific performance of this Agreement, including, without limitation, legal fees ; and expenses, loan fees, rate-lock fees, deposits, third party inspection costs and travel expenses, whereupon neither party shall have any further obligation to the other party hereunder except for the Termination Surviving Obligations. Notwithstanding the foregoing to the contrary, if Buyer elects to pursue the equitable remedy of specific performance, and, due to the wrongful or intentional act of Seller, the equitable remedy of specific performance is not available; Buyer may seek Purchaser waives any other right rights or remedy available remedies at law or equity. Seller shall have no liability after Closing for the breach of any representations, warranties or covenants set forth in equity this Agreement and any closing documents delivered pursuant hereto except to the extent the loss suffered by Purchaser as otherwise limited by a result of such breach exceeds $50,000 in the aggregate, and in no event shall Seller's liability after Closing for a breach of Seller's representations, warranties and covenants under this Agreement and any closing documents delivered pursuant hereto as a result of such breach exceed 2% of the Purchase Price in the aggregate. The foregoing cap, however, shall in no event be applicable to Seller's obligations with respect to prorations or the payment of commissions applicable to this Agreement. Further, notwithstanding anything to For six (6) months following the contrary in this AgreementClosing Date, Seller shall not be liable maintain access to Buyer for funds so as to have the ability to satisfy any damages, including, without limitation, any direct, punitive, speculative or consequential damages. The provisions of this Section shall not limit Buyer's or Seller's right to pursue and recover on a claim with respect to any of the Termination Surviving Obligationspost-closing obligations that it may have hereunder.

Seller Defaults. In the event that Seller, on or If Seller shall default hereunder prior to the Closing DateClosing, Purchaser shall default in the performance of its obligations hereunder, Buyer, be entitled as its sole and exclusive remedy, may remedies to either (a) seek specific performance of Seller’s obligations hereunder, (bi) terminate this Agreement and receive obtain a refund of all of the Exxxxxx Money, along Xxxxxxx Money (including the Non-Refundable Amount) and reimbursement of its actual out-of-pocket costs incurred in connection with reimbursement by Seller of up this Agreement in an amount not to One Hundred exceed Seventy-Five Thousand Dollars ($100,00075,000.00); or (ii) to xxx for specific performance of Buyer's reasonable out-of pocket costs and expenses actually incurred in connection with the transaction contemplated by this Agreement, including, without limitation, legal fees ; and expenses, loan fees, rate-lock fees, deposits, third party inspection costs and travel expenses, whereupon neither party shall have any further obligation to the other party hereunder except for the Termination Surviving Obligations. Notwithstanding the foregoing to the contrary, if Buyer elects to pursue the equitable remedy of specific performance, and, due to the wrongful or intentional act of Seller, the equitable remedy of specific performance is not available; Buyer may seek Purchaser waives any other right rights or remedy available remedies at law or equity. Seller shall have no liability after Closing for the breach of any representations, warranties or covenants set forth in equity this Agreement and any closing documents delivered pursuant hereto except as otherwise limited by this Agreement. Further, notwithstanding anything to the contrary extent the loss suffered by Purchaser as a result of such breaches exceeds $50,000 in the aggregate, and in no event shall Seller's liability after Closing for a breach of Seller's representations, warranties and covenants under this AgreementAgreement and any closing documents delivered pursuant hereto as a result of such breaches exceed two percent (2%) of the Purchase Price in the aggregate. The foregoing cap, however, shall in no event be applicable to Seller's obligations with respect to prorations, the payment of commissions or the obligations to complete the Outstanding TI Work. For six (6) months following the Closing Date, Seller shall not be liable maintain access to Buyer for funds so as to have the ability to satisfy any damages, including, without limitation, any direct, punitive, speculative or consequential damages. The provisions of this Section shall not limit Buyer's or Seller's right to pursue and recover on a claim with respect to any of the Termination Surviving Obligationspost-closing obligations that it may have hereunder.

Seller Defaults. In the event that Seller, on or prior to the Closing Date, shall default in the performance of its obligations hereunder, BuyerPurchaser, as its sole and exclusive remedy, may either (a) seek specific performance of Seller’s obligations hereunder, provided that any suit for specific performance must be brought within sixty (60) days after Seller’s default, failing which, Purchaser shall be deemed to have waived its right to specific performance to the maximum extent permitted by law, or (b) terminate this Agreement and Agreement, in which case (i) Purchaser shall receive a refund of the Exxxxxx MoneyXxxxxxx Money (including the Termination Amount), along (ii) Seller shall reimburse Purchaser for Purchaser's reasonable and actual third-party costs incurred in connection with reimbursement by Seller of up this Agreement in an amount not to exceed One Hundred Thousand Dollars ($100,000) upon receipt of Buyer's an invoice and reasonable out-of pocket costs supporting documentation, and expenses actually incurred in connection with the transaction contemplated by this Agreement, including, without limitation, legal fees and expenses, loan fees, rate-lock fees, deposits, third party inspection costs and travel expenses, whereupon (iii) neither party shall have any further obligation to the other party hereunder except for the Termination Surviving Obligations. Notwithstanding the foregoing to the contrary, if Buyer elects to pursue the equitable remedy of specific performance, and, due to the wrongful or intentional act of Seller, the equitable remedy of specific performance is not available; Buyer may seek any other right or remedy available at law or in equity except as otherwise limited by this Agreement. Further, notwithstanding anything to the contrary in this Agreement, Seller shall not be liable to Buyer for any damages, including, without limitation, any direct, punitive, speculative or consequential damageshereunder. The provisions of this Section shall not limit Buyer's Purchaser’s or Seller's right to pursue and recover on a claim with respect to any of the Termination Surviving Obligations. Purchaser hereby waives any other rights or remedies including the right to seek money damages. This Agreement confers no present right, title or interest in the Property to Purchaser, and Purchaser agrees not to file a lis pendens or other similar notice against the Property at any time or for any reason, except only in connection with, and after the filing of, a suit for specific performance.

Seller Defaults. In the event that Seller, on or prior to the Closing Date, shall default in the performance of its obligations hereunder, Buyer, as its sole and exclusive remedy, may either (a) seek specific performance of Seller’s obligations hereunder, or (b) terminate this Agreement and receive a refund of the Exxxxxx Money, along together with reimbursement by Seller of up to One Hundred Seventy Five Thousand and no/100 Dollars ($100,00075,000.00) of Buyer's ’s reasonable out-of of-pocket costs and expenses actually incurred in connection with the transaction contemplated by this Agreement, including, without limitation, legal fees and expenses, loan fees, rate-rate lock fees, deposits, third party inspection costs and travel expensesexpenses actually incurred in connection with the transaction contemplated by this Agreement, whereupon neither party shall have any further obligation to the other party hereunder except for the Termination Surviving Obligations. Notwithstanding the foregoing to the contrary, if Buyer elects to pursue the equitable remedy of specific performance, and, due to the wrongful or intentional act of Seller, the equitable remedy of specific performance is not available; , Buyer may seek any other right or remedy available at law or in equity except as otherwise limited by this Agreement. Further, notwithstanding anything to the contrary in this Agreement, Seller shall not be liable to Buyer for any damages, including, without limitation, any direct, punitive, speculative or consequential damages. The provisions of this Section shall not limit Buyer's ’s or Seller's ’s right to pursue and recover on a claim with respect to any of the Termination Surviving Obligations.

Seller Defaults. In the event that Seller, on or If Seller shall default hereunder prior to the Closing DateClosing, Purchaser shall default in the performance of its obligations hereunder, Buyer, be entitled as its sole and exclusive remedy, may remedies to either (a) seek specific performance of Seller’s obligations hereunder, (bi) terminate this Agreement and receive obtain a refund of all of the Exxxxxx Money, along Xxxxxxx Money (including the Non-Refundable Amount) and reimbursement of its actual out-of-pocket costs incurred in connection with reimbursement by Seller of up this Agreement in an amount not to One Hundred exceed Seventy-Five Thousand Dollars ($100,00075,000.00); or (ii) to xxx for specific performance of Buyer's reasonable out-of pocket costs and expenses actually incurred in connection with the transaction contemplated by this Agreement, including, without limitation, legal fees ; and expenses, loan fees, rate-lock fees, deposits, third party inspection costs and travel expenses, whereupon neither party shall have any further obligation to the other party hereunder except for the Termination Surviving Obligations. Notwithstanding the foregoing to the contrary, if Buyer elects to pursue the equitable remedy of specific performance, and, due to the wrongful or intentional act of Seller, the equitable remedy of specific performance is not available; Buyer may seek Purchaser waives any other right rights or remedy available remedies at law or equity. Seller shall have no liability after Closing for the breach of any representations, warranties or covenants set forth in equity this Agreement and any closing documents delivered pursuant hereto except as otherwise limited by this Agreement. Further, notwithstanding anything to the contrary extent the loss suffered by Purchaser as a result of such breaches exceeds $50,000 in the aggregate, and in no event shall Seller's liability after Closing for a breach of Seller's representations, warranties and covenants under this AgreementAgreement and any closing documents delivered pursuant hereto as a result of such breaches exceed two percent (2%) of the Purchase Price in the aggregate. The foregoing cap, however, shall in no event be applicable to Seller's obligations with respect to prorations, the payment of commissions or the obligations to complete the Outstanding TI Work. For six (6) months following the Closing Date, Seller shall not be liable maintain access to Buyer for funds so as to have the ability to satisfy any damages, including, without limitation, any direct, punitive, speculative or consequential damagespost-closing obligations that it may have hereunder. The provisions of this Section shall not limit Buyer's or Seller's right to pursue and recover on a claim with respect to any of the Termination Surviving ObligationsSECTION 14.

Seller Defaults. In If the event that transaction herein provided shall not be closed by reason of Seller’s default under this Agreement, on or prior to the Closing Date, then Purchaser shall default in the performance of its obligations hereunder, Buyerhave, as its sole and exclusive remedyremedies, may the right to either (a) seek specific performance of Seller’s obligations hereunder, (b) terminate this Agreement [in which event the Deposit (and receive a refund of the Exxxxxx Moneyall interest earned thereon) shall be returned to Purchaser, along with reimbursement by Seller of up to One Hundred Thousand Dollars ($100,000) of Buyer's reasonable out-of pocket costs and expenses actually incurred in connection with the transaction contemplated by this Agreement, including, without limitation, legal fees and expenses, loan fees, rate-lock fees, deposits, third party inspection costs and travel expenses, whereupon neither party hereto shall have any further obligation or liability to the other party hereunder except with respect to those provisions of this Agreement which expressly survive the termination of this Agreement], Purchaser hereby waiving any right or claim to damages for the Termination Surviving Obligations. Notwithstanding the foregoing to the contrarySeller’s breach, or (b) specifically enforce this Agreement (but no other action, for damages or otherwise, shall be permitted); provided that any action by Purchaser for specific performance must be filed, if Buyer elects to pursue the equitable remedy of specific performanceat all, and, due to the wrongful or intentional act within thirty (30) days of Seller’s default, and the equitable remedy 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 is not available; Buyer may seek any other right within the aforementioned time period or remedy available at law or in equity except as otherwise limited by this Agreement. Further, notwithstanding anything so notified Seller of its election to the contrary in terminate this Agreement, Seller Purchaser’s sole remedy shall be to terminate this Agreement in accordance with clause (a) above. Purchaser shall not be liable have any other rights or remedies hereunder as a result of any default by Seller prior to Buyer for Closing, and Purchaser hereby waives any damagesother such remedy as a result of a default hereunder by Seller. Without limiting the generality of the foregoing, including, without limitation, any direct, punitive, speculative or consequential damagesPurchaser expressly waives its rights to seek damages from Seller in the event of Seller’s default hereunder. The provisions of Nothing contained in this Section shall not 9.1 will be deemed to limit Buyer's Purchaser’s rights or Seller's right to pursue and recover on a claim with respect to ’s obligations under any of the Termination Surviving ObligationsSeller indemnity requirement under this Agreement.