Sellers Default and Purchasers Remedies. (a) If Seller fails or refuses to timely comply with Seller’s obligations under this Agreement or any Affiliate of Seller fails or refuses to timely comply with its obligations with respect to the Block 21 Service Company Contract or is unable to do so as the result of Seller’s or Seller’s Affiliates act or failure to act, or Seller breaches any of its representations or warranties hereunder, or if Xxxxxxx Xxxxx 00 Xxxxxxxxxxx breaches any of its representations or warranties under the Block 21 Service Company Contract, and if Purchaser is not in default of any of Purchaser’s material obligations under this Agreement or under the Block 21 Service Company Contract, then, subject to Sections 6.01(f) and (g) (and any corresponding provisions of the Block 21 Service Company Contract), Purchaser may, as Purchaser’s sole and exclusive remedy, either: (i) terminate this Agreement by giving Seller written notice of such election prior to or at Closing in which event this Agreement shall terminate, the Xxxxxxx Money shall be returned to Purchaser; or (ii) enforce specific performance of Seller’s obligations under this Agreement if and only if Purchaser complies with all of the preconditions and requirements set out in Section 8.02(c) hereinbelow. If Seller delivers to Purchaser, at or prior to the Closing, a written notice of any breach of representation, warranty or covenant by Seller which involves matters outside of Seller’s control and Purchaser elects to proceed with the Closing, then the Closing will occur without any reduction in the Purchase Price and Purchaser shall be deemed to have waived any claims Purchaser might otherwise have had against Seller with respect to any matters which are disclosed in Seller’s written notice. In addition to the foregoing Purchaser may recover from Seller all costs and expenses, including reasonable attorney’s fees, incurred in connection with Purchaser’s enforcement of Seller’s obligations under this Agreement or the recovery of the Xxxxxxx Money deposited by Purchaser under this Agreement.
(b) If this Agreement is terminated and Purchaser has a right to receive the Xxxxxxx Money, then Seller shall execute any and all documents required by the Title Company in order to release the Xxxxxxx Money to Purchaser.
(c) Notwithstanding any provision in this Agreement to the contrary, it is specifically agreed and understood that, for Purchaser to enforce specific performance of Seller’s obligations under this Agreement or to place ...
Sellers Default and Purchasers Remedies. If Seller fails to close the transaction contemplated by this Agreement for any reason (except for a Purchaser default or the permitted termination of this Agreement by Purchaser or Seller as herein expressly provided) and Purchaser is not in default of its obligations hereunder in any material respect, then Purchaser may, as Purchaser’s sole and exclusive remedy, terminate this Agreement. Seller’s liability for breach of any representation, warranty or covenant that survives the Closing (including Seller’s liability for costs under Section 9.06 below) will not be subject to this Section 9.02.
Sellers Default and Purchasers Remedies. In the event Seller fails to fulfill any of its obligations hereunder, except as a result of Purchaser's default hereunder or the termination of this Agreement pursuant to any provision hereof, Purchaser shall have the right to (a) terminate this Agreement and receive the Initial Xxxxxxx Money, the Cash Payment, Additional Xxxxxxx Money and monthly payments made by Purchaser, as liquidated damages for the breach of this Agreement or (b) enforce specific performance of this Agreement and require Seller to consummate the sale, transfer and conveyance of the Property to the Purchaser in accordance with the terms and conditions hereof.
Sellers Default and Purchasers Remedies. Except for exclusive remedies otherwise specified Articles VI and VII above, if Seller fails or refuses to timely comply with Seller’s obligations under this Agreement, and if Purchaser is not in default of any of Purchaser's obligations hereunder in any material respect, then Purchaser may, as Purchaser’s sole and exclusive remedy, either: (i) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing, receive a refund of its Xxxxxxx Money hereunder, and seek reimbursement of the third party out-of-pocket costs incurred by Purchaser in connection with its investigation of the Property and the transactions contemplated by this Agreement in an amount in no event to exceed $100,000 (such costs as capped at $100,000 is referred to herein as “Third Party Costs”); or (ii) enforce specific performance of Seller’s obligations under this Agreement. Prior to Seller being obligated to pay Third Party Costs under any provision of this Agreement requiring payment of Third Party Costs to Purchaser, Purchaser must provide Seller commercially reasonable documentary evidence of such costs incurred by Purchaser.
Sellers Default and Purchasers Remedies. In the event of a material default by Seller hereunder and Purchaser is not in default, after five (5) days’ written notice with right to cure, Purchaser shall have the right to: (i) terminate this Agreement and be entitled to a return of the Escrow Deposit; or (ii) to seek specific performance of this Agreement, provided such specific performance action is brought within sixty (60) days after the date Seller defaults under the terms of this Agreement, as its sole and exclusive remedies. Notwithstanding the foregoing, if Purchaser selects option (ii) above and specific performance is not an available remedy to Purchaser because Seller breached this Agreement by selling the Property to a party other than Purchaser (or an affiliate of Purchaser) while this Agreement remained in full force and effect, then, Purchaser shall have the right to file suit against Seller for actual damages (but not consequential, incidental, indirect, special, exemplary, punitive damages, or any other type of damages) resulting from such default, provided Purchaser files such suit within sixty (60) days following such breach and the amount of actual damages claimed is not more than ten percent (10%) of the Purchase Price allocated to the applicable Parcel(s). Notwithstanding the foregoing, however, Seller and Purchaser acknowledge and agree that the limitation on Seller’s or Purchaser’s remedies set forth above shall not limit Seller’s or Purchaser’s rights to bring an action to enforce any indemnification provisions set forth herein or, following Closing, to pursue all rights and remedies with respect to Seller’s breach of a representation and warranty or a violation of a covenant(s) which survives the Closing Date, and nothing herein shall be deemed a limitation on Seller’s or Purchaser’s rights to be reimbursed for its attorneys’ fees as provided in Section 15(m) hereof.
Sellers Default and Purchasers Remedies
