Seller’s Failure to Close. Subject to the notice and cure provisions in Section 16.1. above, if Seller defaults in the performance of its obligation to close on the terms and conditions contained herein at or before Closing (each, a “Seller Closing Default”), Buyer shall have the right to elect as its sole remedies to either: (i) terminate this Agreement and receive immediate return of the uncredited portion of the Exxxxxx Money previously deposited by Buyer; or (ii) maintain an action for specific performance provided, however, that if Buyer elects to pursue specific performance but such remedy is or becomes unavailable as a result of any action or inaction of Seller or any other Seller Parties occurring from and after the Effective Date and at any time thereafter during the effective period of this Agreement, then Buyer shall have the right to pursue a claim at law for actual damages. Buyer expressly waives all other rights or remedies for any Seller Closing Defaults. Upon termination of this Agreement pursuant to this paragraph, and the payment of all sums due hereunder, the Parties shall have no further rights or obligations under this Agreement, except those that expressly survive termination.
Seller’s Failure to Close. In the event that Seller fails or refuses to close the transaction contemplated herein for any reason other than occurrence of such events enumerated herein which allow Seller to terminate this Restated Agreement, Purchaser shall be entitled to (i) terminate this Restated Agreement by written notice to Seller, whereupon this Restated Agreement and the Warrant shall become null and void and of no further force or effect and Purchaser shall be entitled to the recovery from Seller of all out-of-pocket fees, costs and expenditures paid and/or incurred by Purchaser pursuant to and/or in reliance upon this Restated Agreement, or (ii) pursue any other remedies available at law or in equity, including without limitation the remedies of specific performance and/or injunction.
Seller’s Failure to Close. If for any reason, without fault of Buyer, Seller fails to consummate a sale on the Closing Date, upon the terms and conditions set forth in this LSA, Buyer’s exclusive remedy for such default will be liquidated damages, calculated as follows: (1) refund of the Xxxxxxx Money Deposit and all other funds deposited with Seller, including, without limitation, any funds related to the Confidentiality Agreement or the SDA; and (2) reimbursement by Seller of Buyer’s documented out-of-pocket expenses, not to exceed $5,000. The liquidated damages specified in this Section 9.2 are not penalties, but reasonable estimates of the cost to Buyer of the lost transaction. In no event will Seller be liable to Buyer for any other actual, punitive, speculative, or consequential damages, nor will Buyer be entitled to bring a claim for specific performance of this LSA.
Seller’s Failure to Close. If the Closing is not timely consummated as a result of the Buyer's determination that a condition precedent has not been met, to be memorialized by notice furnished to the Seller on or prior to the Closing Date, or the Seller has not been able to fulfill all of the Seller's obligations as set forth in this Agreement, then the Buyer may not bring suit for damages, so long as the good faith and diligence in attempting to fulfill its obligations.
Seller’s Failure to Close. (a) In the event SELLER, without fault, is unable to consummate the sale of the Business and Assets in accordance with the provisions of this Agreement, all deposits held in escrow/trust by Escrow Agent shall be returned to BUYER upon demand;
(b) In the event SELLER willfully defaults under this Agreement, BUYER may elect to either:
(1) terminate this Agreement, at which time BUYER shall be entitled to receive from SELLER on demand all deposits paid plus reimbursement for all reasonable legal, accounting, and other costs incurred or alternatively
(2) seek against SELLER specific performance of this Agreement, in which case, all deposits shall continue to be held in escrow/trust until the happening of either of the following events:
(i) BUYER in writing relinquishes the right to seek specific performance and terminates this Agreement, or
(ii) a court of competent jurisdiction denies BUYER'S claim for specific performance, then, in either of such events, on BUYER'S demand, all deposits listed in paragraphs 2.1 and/or 2.2 held in escrow/trust shall be returned to BUYER.
Seller’s Failure to Close. In the event of Seller’s failure to execute and deliver any Closing document when due or to take any other action that is required of Seller to complete the Closing contemplated by this Agreement, then Purchaser shall have the right to pursue all rights and remedies now or hereafter available at law or in equity or by statute, including, but not limited to, enforcing specific performance of this Agreement and bringing suit for monetary damages, provided, however, that in the event Purchaser elects to xxx for monetary damages, Purchaser’s recovery shall be limited to the actual out-of-pocket costs incurred by Buyer in connection with the acquisition of the Property contemplated by this Agreement, and in no event shall Purchaser be entitled to recover damages based on lost profits or other consequential damages. Additionally, in the event of any material breach by Seller and without waiving any other rights or remedies, Purchaser shall have the right to terminate this Agreement by notice to Seller, and upon such notice of termination the Xxxxxxx Money and any Extension Fees previously paid by Purchaser to Seller shall be returned to Purchaser. Each remedy available to Purchaser shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Purchaser, at its option, may elect to waive the performance of any condition, contingency or provision in Purchaser’s favor set forth in this Agreement. If any condition to Closing shall not be satisfied, Purchaser, at its option, may terminate this Agreement. In the event of such termination, the Xxxxxxx Money shall be returned to Purchaser.
Seller’s Failure to Close. If Seller fails to Close in accordance with this Agreement, then:
(a) Buyer may rescind this Agreement, and if it does so, Buyer is to return any documents it received from Seller.
(b) Buyer retains its other rights and remedies.
Seller’s Failure to Close. In the event that Seller is obligated to convey the Property to Buyer but fails to do so, then Buyer, as Buyer's sole remedy, shall be entitled to either:
(i) a return of the Xxxxxxx Money deposited by Buyer (and all interest earned thereon), or (ii) seek specific performance of this Agreement.
Seller’s Failure to Close. Should Sellers fail or refuse to close or delay the Closing for any reason other than good cause beyond the reasonable control of Seller, the Purchase Price shall be reduced by $15,000.00, representing the net daily cash flow of the Restaurants, for each day after November 15, 1996, unless extended as provided in Section 7.1.
Seller’s Failure to Close. By Purchaser, if Purchaser is prepared to close the Transactions and all conditions to Purchaser’s obligation to close pursuant to Section 6 hereof have been satisfied by Purchaser and Seller fails to close on the Closing Date; and
