Common use of Seller’s Breach Clause in Contracts

Seller’s Breach. If Seller breaches this Agreement, the breach is discovered prior to Closing by Buyer and Buyer proceeds to close the transactions contemplated hereunder, Buyer shall have waived any and all damages resulting from Seller’s breach. If Seller breaches this Agreement and Buyer does not close the transactions contemplated hereunder, Buyer shall have the right, as its sole and exclusive remedy, to either: (a) commence an appropriate action for specific performance of Seller’s obligations under this Agreement within thirty (30) days after the scheduled Closing Date, and diligently prosecute the same; or (b) terminate this Agreement by giving written notice of the termination to Seller within two (2) Business Days after the Closing Date, whereupon neither party shall have any further rights or obligations under this Agreement (except for those which expressly survive the termination of this Agreement), and the Escrow Holder shall deliver the Deposit to Buyer, free of any claims by Seller. Buyer hereby waives any and all rights it may have at law or in equity to record a notice of pendency of action or similar notice on the title of any of the Collateral. In addition, Buyer may not recover any consequential, exemplary, incidental, special or punitive damages resulting from Seller’s breach of this Agreement. Buyer’s damages for such breach may not exceed the amount of the Deposit.

Seller’s Breach. If Seller breaches this Agreement, the breach is discovered prior to Closing by Buyer may, at Buyer's sole option and Buyer proceeds to close the transactions contemplated hereunder, Buyer shall have waived any and all damages resulting from Seller’s breach. If Seller breaches this Agreement and Buyer does not close the transactions contemplated hereunder, Buyer shall have the right, as its sole and exclusive remedy, to either: (ai) commence an appropriate action for specific performance of Seller’s obligations under by written notice to Seller and Escrow Agent, cancel this Agreement within thirty (30) days after whereupon the scheduled Closing DateXxxxxxx Money Deposit, and diligently prosecute including the same; or (b) terminate portion thereof constituting the Non-Refundable Deposit, plus interest shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement by giving written notice Agreement, neither of the termination to Seller within two (2) Business Days after the Closing Date, whereupon neither party Parties shall have any further rights liability or obligations under this Agreement obligation hereunder; or (except for those ii) seek specific performance against Seller in which expressly survive event XXX shall be automatically extended as necessary. Notwithstanding the termination foregoing, if specific performance is unavailable as a remedy to Buyer because of this Agreement)Seller's affirmative acts, and the Escrow Holder Buyer shall deliver the Deposit be entitled to Buyer, free of any claims by Seller. Buyer hereby waives any and pursue all rights it may have and remedies available at law or in equity equity; provided, however, that damages awarded to record a notice of pendency of action or similar notice on the title of any of the Collateral. In addition, Buyer may not recover any consequential, exemplary, incidental, special or punitive damages resulting from Seller’s breach of this Agreement. Buyer’s damages for such breach may not shall in no event exceed the amount of the Xxxxxxx Money Deposit. Except for any damages incurred arising out of Seller's breach of its warranty set forth in Section 16, a claim by Buyer for attorneys' fees pursuant to this Agreement, or any other amounts owing from Seller to Buyer pursuant to Seller's express indemnification of Buyer in this Agreement, the remedies provided above in this Section for the breach of this Agreement by Seller shall be Buyer's sole remedy.

Seller’s Breach. If Seller breaches (1) Except as otherwise set forth in Section 11.2(b)(2), if Buyer is entitled to terminate this Agreement, the breach is discovered prior to Closing by Buyer and Buyer proceeds to close the transactions contemplated hereunderAgreement under Section 11.1(e) or Section 11.1(f), Buyer shall have waived any and all damages resulting from Seller’s breach. If Seller breaches this Agreement and Buyer does not close the transactions contemplated hereunder, Buyer shall have the right, as its sole and exclusive remedy, be entitled to either: elect to (a) commence an appropriate action for specific performance of Seller’s obligations under this Agreement within thirty (30) days after the scheduled Closing Date, and diligently prosecute the same; or (bi) terminate this Agreement by giving written notice in which case (A) Seller shall return to Buyer the Deposit, and (B) Buyer may bring a claim for actual damages against Seller as a result of Seller’s breach; provided, however, such actual damages will not include, and Buyer waives any right to recover under this Section 11.2(b)(1), the termination to Seller within two Buyer Hedge Losses as damages, or (ii) not terminate this Agreement and pursue the remedy of specific performance of this Agreement. (2) Business Days after If Seller Willfully Breaches by failing to tender performance at the Scheduled Closing Date, whereupon neither party shall have any further rights Date (or obligations such later date as determined under Section 12.1) and Buyer is entitled to terminate this Agreement under Section 11.1(e), Buyer shall be entitled to elect to (except i) terminate this Agreement in which case (A) Seller shall return to Buyer the Deposit, and (B) Buyer may bring a claim for those actual damages against Seller as a result of Seller’s Willful Breach, which expressly survive shall include any Buyer Hedge Losses, or (ii) not terminate this Agreement and pursue the termination remedy of specific performance of this Agreement), . (3) The remedies set forth in Sections 11.2(b)(1) and the Escrow Holder shall deliver the Deposit to 11.2(b)(2) are Buyer, free ’s sole and exclusive remedies for Seller’s breach of any claims by Seller. Buyer hereby waives any this Agreement and will be Buyer’s full and final settlement of all rights it may have at law or in equity to record a notice of pendency of action or similar notice on the title of any of the Collateral. In addition, Buyer may not recover any consequential, exemplary, incidental, special or punitive damages resulting from liabilities associated with Seller’s breach of this Agreement. Buyer’s The Parties agree that in the event Buyer elects to terminate this Agreement and receive such amounts as provided herein, such remedies will be deemed liquidated damages for such breach may not exceed and that the amount of liquidated damages is reasonable considering all of the Depositcircumstances existing as of the Execution Date and constitute the Parties’ good faith estimate of the actual damages reasonably expected to result from Seller’s failure to tender performance on the Scheduled Closing Date.