Seller’s Defaults. Seller is not in default concerning any of its obligations or liabilities regarding the Real Property.
Seller’s Defaults. Seller shall be deemed to be in default hereunder if Seller shall fail to meet, comply with or perform any material covenant, agreement or obligation on its part required under this Contract or any warranty or representation shall become untrue when made or deemed to be made.
Seller’s Defaults. Seller shall be deemed to be in ------------------ default under this Agreement, if in respect to the transaction contemplated by this Agreement, on or before the Closing, Seller shall have failed to meet, comply with, or perform any covenant, agreement, or obligation on its part required in this Agreement, within the time limits and in the manner required in this Agreement, for any reason other than a default by Buyer hereunder or termination of this Agreement prior to Closing pursuant to the express terms and conditions hereof.
Seller’s Defaults. In respect to the remedies afforded Purchaser pursuant to Paragraph 18.04 hereof, Seller shall be deemed to be in default under this Agreement in the event (i) Seller fails, for any reason (other than a default by Purchaser), to perform any of its material obligations under this Agreement that arise on or prior to the Phase I Closing within the time limits and in the manner provided for in this Agreement, (ii) any representation or warranty by Seller in this Agreement is untrue or inaccurate in a material respect when made or as of the Phase I Closing Date, (iii) any Other Seller under the applicable Other Sale Agreement fails, for any reason (other than a default by Purchaser), to perform any of its material obligations under the subject Other Sale Agreement that arise on or prior to the Phase I Closing within the time limits and in the manner provided for in such Other Sale Agreement, or (iv) any representation or warranty made by any Other Seller in the applicable Other Sale Agreement is untrue or inaccurate in a material respect when made or as of the Phase I Closing Date. Notwithstanding the provisions of clauses (iii) and (iv) above, if Purchaser closes this transaction, any default or any inaccurate representation or warranty by any Other Seller under the terms of the applicable Other Sale Agreement shall be deemed waived in respect to this Agreement and it shall not be construed as a default by Seller hereunder. In respect to the remedies afforded Purchaser pursuant to Paragraph 18.05 hereof, Seller shall be deemed to be in default under this Agreement in the event Seller fails, for any reason (other than a default by Purchaser), to perform any of its material obligations under this Agreement that arise subsequent to the Phase I Closing (excluding the obligations of Seller to close this transaction in respect to subsequent Phase Closing, in which event the remedies afforded Purchaser pursuant to Paragraph 18.04 shall only apply) within the time limits and in the manner provided for in this Agreement or any representation or warranty made by Seller in this Agreement is untrue or inaccurate in a material respect when made or as of the applicable Closing Date. If the applicable Closing does not occur and Seller is in default, Seller shall pay all of the Shared Closing Costs.
Seller’s Defaults. It shall be a default by Seller under this Agreement (a “Seller’s Default”) if (i) Seller shall fail to perform or comply with any of its material covenants, acts and agreements under this Agreement in any material respect when required to be performed hereunder and such failure shall continue for five (5) business days after Purchaser gives Seller notice of such failure (but in no event shall such cure period extend beyond the Closing Date), except that if such failure relates to any covenant or agreement to be performed at the Closing, there shall be no notice required or grace or cure period allowed; or (ii) any representation or warranty of Seller contained in this Agreement shall prove to have been materially false or incorrect when made.
Seller’s Defaults. It shall be a default by Seller under this Agreement if Seller shall fail to perform or comply with any of its covenants, acts and agreements under this Agreement in any material respect when required to be performed hereunder and such failure shall continue for three (3) business days after Purchaser gives Seller notice of such failure (but in no event shall such cure period extend beyond the Closing Date), except that if such failure relates to any covenant or agreement to be performed at the Closing, there shall be no notice required or grace or cure period allowed.
Seller’s Defaults. A. Seller shall be deemed to be in default if Seller shall fail to meet, comply with, or perform any covenant, agreement, or obligation on Seller's part required within the time limits and in the manner required in this Agreement, providing all conditions precedent to Seller's performance have been fully satisfied; provided however, any failure of Seller to cure timely objections made by Purchaser pursuant to Sections 4.4 and 4.5 of this Agreement shall not constitute a default herein.
B. In the event Seller shall be deemed to be in default, Purchaser shall transmit notice of such default to Seller, and Seller shall have ten (10) days from date of receipt of such notice to cure such default. Should Seller fail to timely cure such default, Purchaser may, as its sole and exclusive remedy, terminate this Agreement and shall be excused from further performance of its purchase obligation hereunder, and upon written notice by Purchaser to Seller and the Title Company, the Xxxxxxx Money will be returned to Purchaser.
C. Under no circumstances shall Seller be liable to Purchaser for damages, whether the same are contemplated hereby or not.
Seller’s Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events:
(i) Any of Seller’s representations or subsequent controlling representations contained in this Contract are materially untrue as of the Effective Date or on the Closing Date;
(ii) Seller fails to meet, comply with, or perform any material covenant, agreement, condition precedent, or obligation on Seller’s part required within the time limits and in the manner required in this Contract; or
(iii) Seller fails to deliver at Closing the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing.
Seller’s Defaults. 1. IF THE TRANSACTIONS HEREIN PROVIDED SHALL NOT CLOSE BY REASON OF ANY SELLER'S BREACH OR DEFAULT UNDER THIS AGREEMENT, THEN CSCP SHALL HAVE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS ARTICLE, AS ITS EXCLUSIVE REMEDIES THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT AND RECEIVE PAYMENT OF CSCP'S REIMBURSABLE DUE DILIGENCE EXPENSES (AS HEREINAFTER DEFINED) FROM SELLERS (IN WHICH EVENT THE REQUIRED DEPOSIT SHALL BE RETURNED TO CSCP, AND, FOLLOWING THE RETURN OF SUCH REQUIRED DEPOSIT AND THE PAYMENT TO CSCP OF CSCP'S REIMBURSABLE DUE DILIGENCE EXPENSES, NO PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO ANY OTHER PARTY HERETO EXCEPT WITH RESPECT TO THOSE PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT), OR (B) SPECIFICALLY ENFORCE THIS AGREEMENT OR SEEK INJUNCTIVE RELIEF OR (C) IF SPECIFIC PERFORMANCE IS UNAVAILABLE, XXX FOR ACTUAL DAMAGES. AS USED HEREIN, "CSCP'S REIMBURSABLE DUE DILIGENCE EXPENSES" SHALL MEAN ALL THIRD PARTY COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY CSCP IN CONNECTION WITH THE NEGOTIATION AND PREPARATION OF THIS AGREEMENT, CSCP'S INVESTIGATIONS AND THE ENFORCEMENT OF THIS AGREEMENT IN AN AMOUNT NOT TO EXCEED SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000).
2. CSCP may only exercise the remedies set forth in this Article following (y) delivery of written notice to Sellers of the default or breach (which notice shall contain, in reasonable detail, the nature of the default or breach) and (z) Sellers' failure to cure such default or breach by the fifteen (15th) day after receipt of such notice; provided, however, that if CSCP shall seek specific performance or injunctive relief, CSCP may exercise the remedies set forth in this Article without giving such notice or providing for such cure period.
Seller’s Defaults. Any one of the following which occur within [* * *] after the later to occur of the Effective Date and the date of Closing shall constitute an event of default by Seller (an “Event of Default”) under this Agreement:
