Seller's Default; Buyer's Remedies. In the event of Seller’s default in the performance of any obligation or covenant under this Agreement prior to Closing which prevents Closing from taking place as provided herein, Buyer shall elect, in Buyer's sole discretion, to either: (i) terminate this Agreement and, except as otherwise provided in Section 8(b) hereof, receive the Deposits to the extent made (plus accrued interest thereon), in which event Seller shall pay all Escrow Cancellation Charges and reimburse Buyer for all reasonable and documented out-of-pocket third party costs actually incurred by Buyer in negotiation of this Agreement and due diligence investigation of the Property, and upon such termination neither Party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement and/or any indemnity created or granted herein, (ii) seek specific performance of Seller's obligations hereunder; provided however, that as a condition precedent to Buyer exercising any right it may have to bring an action for specific performance, Buyer must commence such action within ninety calendar days after the scheduled date of Closing, or (iii) waive the default and proceed with the purchase of the Property in accordance with this Agreement. Buyer acknowledges and agrees that the limitation of Buyer's remedies is a material condition of Seller's willingness to enter into this Agreement, and Buyer specifically confirms and acknowledges that in consideration of Seller's acceptance of this Agreement, Buyer has accepted all other risks of Seller's default, and agrees that Buyer's remedies, as expressly limited in this Agreement, represent adequate and sufficient compensation to Buyer in the event of Seller's default. If after Closing, Seller fails to perform any of its obligations which survive Closing, Buyer may exercise any remedy available to it at law or in equity, subject to the limitations set forth in this Agreement.
Seller's Default; Buyer's Remedies. If Seller fails to timely keep or perform any agreement, term, provision, covenant or obligation to be kept or performed by Seller under the terms of this Agreement, except as a result of Buyer's default, Seller shall be in default of this Agreement and Buyer shall have the right to terminate this Agreement by written notice to the Seller and in such event, the Buyer shall have the right to have the Xxxxxxx Money, less the Independent Consideration, returned to Buyer as liquidated damages as Buyer’s sole and exclusive remedy. In the event Buyer terminates this Agreement as provided by this Section L(1), neither Party hereto shall have any further rights or obligations hereunder except for those rights and obligations that expressly survive the termination of this Agreement.
Seller's Default; Buyer's Remedies. If Seller is in default of its obligations to consummate Closing as contemplated by this Agreement or of its covenants or obligations under this Agreement to be performed prior to Closing in any manner that has a material adverse effect on the Project, Buyer shall have the right to elect, in Buyer's sole discretion, one of the following as Buyer’s sole and exclusive remedy: (i) terminate this Agreement by written notice to Seller, 3119.001/132866 28 779613.06-LACSR02A - MSW whereupon both Seller and Buyer shall be released from all further obligations under this Agreement, except those that expressly survive termination of this Agreement, and bring an action for damages, provided that Seller shall not be liable for any damages in excess of TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS (U.S. $2,500,000.00) in the aggregate (it being understood by the Parties that such limit shall not apply to amounts to which Buyer may be entitled to pursuant to Section 31 hereof) or for any consequential, incidental or special damages, or (ii) waive the default and proceed with the purchase of the Property in accordance with this Agreement. The provisions of foregoing paragraph notwithstanding, in the event of any Seller default under Section 25 (Brokers) or 33 (Confidentiality) hereof Buyer may avail itself of any and all remedies available to it at law or equity, including without limitation, damages. In the event of Seller default of any other provision of this Agreement that survives Closing, Buyer's remedies shall be limited to those set forth in Section 6(b) above.
Seller's Default; Buyer's Remedies. In the event of a Seller Event of Default, Buyer shall have the following remedies, as applicable:
Seller's Default; Buyer's Remedies. Seller shall be in default hereunder upon the occurrence of any one or more of the following events: (i) any of Seller’s warranties or representations set forth herein are untrue or inaccurate in any material respect, or (ii) Seller shall fail to meet, comply with or perform any material covenant, agreement or obligation of Seller hereunder within the time limits and in the manner set forth herein, for any reason other than an uncured default by Buyer hereunder or a Permitted Termination by Seller. In the event Buyer fulfills all of its obligations hereunder and meets all conditions precedent and concurrent to Closing for which it is responsible and Seller is unable, fails or refuses to meet its obligations hereunder (except as permitted with respect to Seller’s inability or unwillingness to cure any or all of Buyer’s objections to Review Item Issues) and continues to fail and refuse to honor its obligations hereunder for more than ten (10) days after its receipt of a written notice from Buyer of such default, Buyer may terminate this Agreement and, in such event, it shall receive a full refund of the Xxxxxxx Money deposit and any accrued interest thereon, which shall be Buyer’s sole and exclusive remedy hereunder.
Seller's Default; Buyer's Remedies. If Sellers fail to perform any of their material obligations under this Agreement, then Buyers (provided that Buyers are not then in a material default under this Agreement), as their sole and exclusive remedy, may either (a) terminate their obligations to complete the Transaction, in which case Buyers may recover the Deposit, subject to delivery to Sellers of the Buyers’ Reports, or (b) enforce specific performance of Sellers’ obligations to sell the Partnership Interests pursuant to this Agreement. Buyers hereby expressly waives all remedies for Sellers’ failure in performance (including any right to obtain any damages from Sellers), except for specific performance as provided for in this Section 16(C).
Seller's Default; Buyer's Remedies. In the event that Buyer performs all of its obligations hereunder and Seller fails to close on the Property or otherwise defaults under this Contract, and fails to cure such default within five (5) days after receipt by Seller of written notice of such default, then Buyer shall be entitled to (i) terminate this Contract by delivery of written notice to Seller in which event the Deposit shall be returned to Buyer, or (ii) seek to obtain specific performance of Seller's obligations hereunder.
Seller's Default; Buyer's Remedies. In the event that Buyer performs all of its obligations hereunder and Seller fails to proceed to Closing pursuant to the terms hereof in breach of the terms of this Contract or otherwise defaults hereunder, and fails to cure such default within five (5) business days after receipt by Seller of written notice of such default from Buyer, then Buyer, at its option and as its sole remedy, may either (i) terminate this Contract by delivery of written notice to Seller, and thereupon the Deposit shall be returned to Buyer, and Buyer shall have to right to bring an action against Seller for damages to recover Buyer’s actual out of pocket expenses, not to exceed $50,000.00 or (ii) seek to obtain specific performance of Seller’s obligations hereunder.
Seller's Default; Buyer's Remedies. If Seller fails to consummate this Contract for any reason (other than Buyer's default or a termination of this Contract by Seller or Buyer pursuant to a right to do so expressly provided for in this Contract), Buyer may elect to enforce the specific performance of this Contract or terminate this Contract and receive a refund of the Xxxxxxx Money Deposit; provided, however, in the event specific performance of this Contract is frustrated due to Seller's conveyance of all or part of the Property to a third party in breach of this Contract or due to Seller's intentionally encumbering all or any part of the Property with a lien, lease, easement, restriction or other encumbrance after the date of this contract objected to by Buyer and not eliminated at or prior to Closing, Buyer may pursue any remedies available to Buyer at law or in equity.
Seller's Default; Buyer's Remedies. If Seller shall fail to fulfill the Seller’s agreements herein, other than by reason of Buyer’s fault or other reasons beyond Seller’s control (a “Seller Default”), then, as Buyer’s sole and exclusive remedy in such event, Buyer shall have the right to seek to compel Seller to convey the Property to Buyer in accordance with the terms of this Agreement in return for payment by Buyer to Seller of the full Purchase Price required hereunder, without offset or deduction, provided that Buyer shall file suit to compel conveyance hereunder within thirty (30) days of the date of Seller’s alleged breach.
