Seller’s Default. Buyer may elect to treat this Agreement as cancelled, in which case all Xxxxxxx Money paid by Buyer hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Agreement as being in full force and effect and Buyer shall have the right to specific performance or damages, or both.
Seller’s Default. If Seller breaches any of its representations, warranties, covenants and/or agreements hereunder or fails to consummate the purchase and sale contemplated herein by the Closing Date, or if, pursuant to Section 5.2 above, any Related Seller has defaulted under any of the Related Contracts, and if Purchaser or the applicable Related Purchaser has notified Seller or such Related Seller of such default and Seller or such Related Seller has failed to cure such default within ten (10) days of such notice, then Purchaser shall be entitled at its option to notify Seller of the election by Purchaser to terminate this Agreement, whereupon Escrow Agent shall return the Deposit to Purchaser and neither party will have any further obligation to the other hereunder, other than the obligations of the Purchaser under Section 4.1 (provided Purchaser may only elect to terminate this Agreement because of a default under a Related Contract if the respective Related Purchasers have also terminated all the Related Contracts due to such default). Alternatively, in the event Seller shall willfully fail to close as required hereunder, Purchaser at its election shall be entitled to bring suit for specific performance, inasmuch as the parties recognize and acknowledge that the Property is unique, and that there is no adequate remedy at law to compensate fully Purchaser for a breach by Seller of Seller’s obligations to convey the Property to Purchaser in accordance with the terms and conditions of this Agreement. In no event shall Purchaser be entitled to monetary damages for a failure of Seller to close hereunder, with the exception that in the case of a willful failure of Seller to close hereunder after the foregoing ten (10) day notice and cure period, and provided that in the absence of such failure to close Purchaser would have been ready, willing and able to close, Purchaser shall be entitled to recover from Seller Purchaser’s reasonable, out-of-pocket due diligence costs and expenses incurred in connection with this Agreement, including reasonable attorney’s fees (collectively, the “Pursuit Costs”). For purposes of this Agreement, a willful failure or default of Seller is a failure or default which was within Seller’s knowledge and reasonable control to prevent. This Section 11.2 shall fully survive the expiration or earlier termination of this Agreement.
Seller’s Default. Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have the option of cancelling this Agreement provided always that the Sellers shall be granted a maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the documentation set out in Clause 8. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again in every respect by the date stipulated in line 61 and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement the deposit together with interest earned shall be released to them immediately. Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.
Seller’s Default. If the sale and purchase of the Property contemplated by this Agreement is not consummated on account of Seller’s default or failure to perform hereunder, Buyer may, at Buyer’s option and as its sole remedy, elect to either: (i) specifically enforce the terms hereof; or (ii) demand and be entitled to an immediate refund of the Escrow Money, in which case this Agreement shall terminate in full.
Seller’s Default. In the event Seller breaches this Agreement or is otherwise unable to perform its obligations hereunder prior to Closing, Buyer shall provide written notice thereof to Seller. If Seller fails to cure such default within ten (10) business days, this Agreement, at Buyer’s option, shall terminate upon written notice from Buyer, and this Agreement shall thereafter be deemed null and void. Upon such termination, Buyer shall be entitled to the return of the Xxxxxxx Money (without interest) and liquidated damages equal to Buyer’s reasonable out-of-pocket expenses incurred solely in connection with this Agreement during the period from the Accepted Date through the date of termination, but in no event shall Seller’s liability for such damages exceed $3500.00. Buyer and Seller acknowledge that actual damages would be difficult to calculate and that the foregoing is a reasonable estimate of the likely damages. The foregoing remedy shall be Buyer’s sole remedy at law or in equity, and Buyer waives any other damages, amounts or remedies. Except as provided above, Buyer agrees to release and hold the Seller-Related Parties (as hereafter defined) harmless from any and all claims associated with Seller’s breach of this Agreement.
Seller’s Default. In the event Seller breaches this Agreement or is otherwise unable to perform its obligations hereunder prior to Closing, Buyer shall provide written notice thereof to Seller. If Seller fails to cure such default within 10 business days, this Agreement, at Buyer’s option, shall terminate upon written notice from Buyer, and this Agreement shall thereafter be deemed null and void. Upon such termination, Buyer shall be entitled to the return of the Xxxxxxx Money (without interest) and liquidated damages equal to Buyer’s reasonable out-of-pocket expenses incurred solely in connection with this Agreement during the period from the Accepted Date through the date of termination. Buyer shall be entitled to all available remedies, at law or in equity, as a result of Seller’s breach. Buyer shall be entitled to all available remedies at law or in equity as a result of Seller’s breach of any releases, covenants, representations, warranties or other terms or provisions hereof which by their express terms survive Closing.
Seller’s Default. In the event Seller defaults hereunder, Buyer may pursue specific performance, or Buyer may elect to treat this Agreement as cancelled, in which case the Deposit shall be returned to Buyer and Buyer may recover in damages the amount Buyer incurred in reliance on this Agreement.
Seller’s Default. Subject to the provisions of Section 9 of this Agreement regarding a possible abatement in the Purchase Price if Seller is unable to deliver good and marketable title to the Property, if Seller defaults under this Agreement, Purchaser’s sole and exclusive remedy shall be the return of the Deposit. Under no circumstances shall Purchaser be entitled to specific performance of this Agreement.
Seller’s Default. Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this Agreement. If after Notice of Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this Agreement, the Deposit together with interest earned, if any, shall be released to them immediately. Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for their loss and for all expenses together with interest if their failure is due to proven negligence and whether or not the Buyers cancel this Agreement.
Seller’s Default. THE PARTIES HAVE DISCUSSED AND NEGOTIATED IN GOOD FAITH UPON THE QUESTION OF DAMAGES TO BE SUFFERED BY BUYER IN THE EVENT THAT SELLER, WITHOUT LEGAL EXCUSE, BREACHES THIS AGREEMENT AND FAILS TO SELL THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS HEREOF. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT DAMAGES BUYER WOULD SUSTAIN AS A RESULT OF SUCH A BREACH WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT BUYER’S SOLE AND EXCLUSIVE REMEDY IN SUCH CASE SHALL BE TO EITHER: (I) COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, BUT NOT FOR DAMAGES OF ANY KIND, AND RECOVER ITS ATTORNEYS FEES INCURRED IN CONNECTION THEREWITH PURSUANT TO SECTION 7.4 HEREOF; PROVIDED, HOWEVER, IF SUCH DEFAULT IS A RESULT OF AN INTENTIONAL ACT OR WILLFUL MISCONDUCT OF SELLER WHICH RENDERS THE REMEDY OF SPECIFIC PERFORMANCE UNAVAILABLE, BUYER MAY, IN ADDITION TO THE REMEDY SET FORTH IN (II) BELOW, SEEK DAMAGES FROM SELLER IN THE AMOUNT OF BUYER’S OUT OF POCKET EXPENSES INCURRED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND THE OTHER PURCHASE AGREEMENTS UP TO A MAXIMUM AGGREGATE AMOUNT OF $300,000, OR (II) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE XXXXXXX MONEY DEPOSIT, PLUS ANY INTEREST THEREON, LESS THE INDEPENDENT CONSIDERATION. BUYER SHALL HAVE NO OTHER REMEDY IN THE EVENT OF SELLER’S BREACH OF THIS AGREEMENT PRIOR TO THE CLOSING AND BUYER HEREBY WAIVES ANY RIGHTS IT MAY OTHERWISE HAVE TO SEEK OTHER REMEDIES. AS A CONDITION PRECEDENT TO BUYER EXERCISING ANY RIGHT IT MAY HAVE TO BRING AN ACTION FOR SPECIFIC PERFORMANCE HEREUNDER, BUYER MUST COMMENCE SUCH AN ACTION WITHIN NINETY (90) DAYS AFTER THE OCCURRENCE OF SELLER’S DEFAULT. BUYER AGREES THAT ITS FAILURE TO TIMELY COMMENCE SUCH AN ACTION FOR SPECIFIC PERFORMANCE WITHIN SUCH NINETY (90) DAY PERIOD SHALL BE DEEMED A WAIVER BY IT OF ITS RIGHT TO COMMENCE AN ACTION FOR SPECIFIC PERFORMANCE. NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 8.2 SHALL NOT APPLY TO ANY INDEMNITY, ATTORNEYS' FEE OR REIMBURSEMENT OF BUYER’S COSTS PURSUANT TO SECTION 2.11 HEREOF PROVISIONS UNDER THIS AGREEMENT.
