Seller's Inability to Perform. If the Closing fails to occur by reason of the Seller's inability to perform its obligations under this Agreement which has not been waived pursuant to Section 13.3, then the Purchaser, as its sole remedy for such inability of the Seller, may terminate this Agreement by notice to the Seller. If the Purchaser elects to terminate this Agreement, then this Agreement shall be terminated and neither party shall have any further rights, obligations or liabilities hereunder, except as otherwise expressly provided herein (collectively, the "Surviving Obligations"), and except that the Purchaser shall be entitled to a return of the Deposit provided the Purchaser is not otherwise in default hereunder. Except as set forth in this Section 14.1, the Purchaser hereby expressly waives, relinquishes and releases any other right or remedy available to it at law, in equity or otherwise by reason of the Seller's inability to perform its obligations hereunder. Notwithstanding anything to the contrary herein, if the Seller's inability to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Purchaser or any of the Purchaser's Representatives, the Purchaser shall not be relieved of its obligations under this Agreement and Purchaser shall not be entitled to any right or remedy provided in this Section 14.1 or elsewhere in this Agreement.
Seller's Inability to Perform. (a) If the Aircraft is destroyed or in Seller's opinion damaged beyond repair, or is seized by the United States Government, Seller shall promptly notify Buyer. On receipt of such notification, this Agreement will be terminated and the Seller shall return to Buyer all payments made in accordance with this Agreement, and Seller will be relieved of any obligation to replace or repair the Aircraft.
Seller's Inability to Perform. In the event that Seller is unable to perform under this Contract (1) by reason of its inability to obtain building permits, certificates of occupancy, or other governmental approvals upon terms acceptable to Seller in Seller’s sole discretion, (2) in the event that the Residence cannot reasonably be constructed in conformity with governmental or engineering requirements, or (3) by reason of any other fact, condition or circumstance outside the reasonable control of Seller, in said event, Seller shall be entitled to terminate this Contract by providing Buyer seven (7) days written notice, in which event the Buyer Xxxxxxx Money Deposit and Option Deposit shall be returned to Buyer without interest, and both parties shall be discharged from all duties and performance hereunder.
Seller's Inability to Perform. In the event that Seller is unable to perform under this Contract by reason: (1) of Seller’s inability to obtain building permits, Certificates of Occupancy, or other governmental approvals upon terms acceptable to Seller in Seller’s sole discretion, (2) that the Unit cannot reasonably be constructed in conformity with governmental or engineering requirements, or (3) of any other fact, condition or circumstance outside the reasonable control of Seller or Builder; then Seller shall be entitled to terminate this Contract by providing Buyer written notice within 10 days following Seller’s knowledge of any of the criteria in this Section 6.2, in which event the Xxxxxxx Money shall be returned to Buyer without interest, and Seller and Buyer will be discharged from all duties and performance hereunder.
Seller's Inability to Perform. If the Closing fails to occur as to a Shopping Center by reason of the Sellers' inability to perform their obligations under this Agreement or by reason of failure of conditions to the Purchaser's obligations under this Agreement being satisfied, then the Purchaser, as its sole remedy for such inability of the Sellers, may either (i) waive such Sellers' obligation or such failure of condition, whereupon title shall close as provided in this Agreement, or (ii) terminate this Agreement by notice to the Sellers, specifying the Sellers' obligations or conditions that have not been satisfied and the Shopping Center(s), if any, to which such obligations or conditions relate. In the event of such a Purchaser termination, the Sellers shall be obligated to reimburse the Purchaser for its reasonable out-of-pocket expenses in connection with its efforts to acquire the Shopping Centers with respect to which this Agreement is terminated from September 2, 1995, to the date of the failed Closing, documented to the reasonable satisfaction of the Sellers, in an amount not to exceed $100,000 in the aggregate. Except as set forth in this Section 14.1 and Section 14.5, the Purchaser hereby expressly waives, relinquishes and releases any other right or remedy available to it at law, in equity or otherwise by reason of the Sellers' inability to perform its obligations hereunder or the failure of any such condition. The Sellers' payment obligation under this Section 14.1 shall survive the termination of this Agreement. The Sellers' payment obligation under this Section 14.1 shall be a joint and several obligation of Yield Plus, Dean Witter Realty Income Partnership II, L.P. and Dean Wxxxxx Xxxxxy Income Partnership III, L.P. 04.2.
Seller's Inability to Perform. If for any reason whatsoever, other than Seller's default, Seller is unable to perform any of Seller's obligations under this Agreement (including, without limitation, Seller's obligation to deliver lien-free title to the Property to Buyer at Closing), or is otherwise unable to convey the Property to Buyer in accordance with this Agreement, then the only liability and obligation of Seller shall be to authorize the Escrow Agent to return the Deposit to Buyer with interest; and when the Deposit with interest is returned to Buyer, this Agreement shall be terminated and neither party shall have any further liability to the other except as otherwise expressly reserved in this Agreement. If Seller defaults, then Buyer shall have the right to elect one of the following as Buyer's sole and exclusive remedy: (i) Buyer shall have the right to terminate this Agreement and receive a refund of the Deposit actually paid with interest; or (ii) Buyer shall have the right to institute an action for specific performance, and if Buyer is successful in such action Buyer may recover Buyer's reasonable attorneys' fees and costs incurred directly in connection with such action. In no event shall Buyer be entitled to seek, claim or recover any direct, consequential or punitive damages from Seller, all of which are expressly and irrevocably waived by Buyer.
Seller's Inability to Perform. (a) If the Aircraft is destroyed or in Seller's opinion damaged beyond repair, or is seized by the United States Government, Seller shall promptly notify Buyer. On receipt of such notification, this Agreement will be terminated and the escrow agent (AIC Title Services) shall return to Buyer all payments made in accordance with this Agreement, and Seller will be relieved of any obligation to replace or repair the Aircraft. (b) Seller will not be responsible or deemed to be in default for delays in performance of this Agreement due to causes beyond Seller’s control and not caused by Seller’s fault or negligence.
Seller's Inability to Perform. If Seller for any reason whatsoever, other than Seller's default, shall be unable to deliver title to the Premises subject only to the Permitted Exceptions in accordance with the terms, conditions and provisions herein contained, the sole liability and obligation of Seller shall be to return the Down Payment to Purchaser. Upon such return, this Agreement shall be deemed terminated with neither party having any further liability to the other except as expressly reserved in this Agreement.
Seller's Inability to Perform. If the Aircraft is destroyed or in Seller's opinion damaged beyond repair, or is seized by any entity, Seller shall promptly notify Buyer. On receipt of such notification, this Agreement will be terminated and the Seller shall return to Buyer all payments made in accordance with this Agreement, and Seller shall be relieved of any obligation to replace or repair the Aircraft. Seller will not be responsible or deemed to be in default for delays in performance of this Agreement due to causes beyond Seller's control and not caused by Seller's fault or negligence. If Seller otherwise fails to perform without cause hereunder, as Buyer’s sole and exclusive remedy Seller shall return to Buyer all payments made in accordance with the Agreement and reimburse Buyer for all reasonable and documented costs related to Buyer’s inspection of the Aircraft, and upon payment of said costs and return of said amounts this Agreement shall terminate and neither party shall thereafter have any rights or obligations to the other with respect to the Aircraft.
Seller's Inability to Perform. In the event that Seller is unable to perform under this Contract (1) by reason of its inability to obtain building permits, certificates of occupancy, or other governmental approvals upon terms acceptable to Seller in Seller’s sole discretion, (2) in the event that the Residence cannot reasonably be constructed in conformity with governmental or engineering requirements, or (3) by reason of any other fact, condition or circumstance outside the reasonable control of Seller, in said event, Seller shall be entitled to terminate this Contract by providing Buyer seven (7) days written notice, in which event the Deposits shall be returned to Buyer without interest, and both parties shall be discharged from all duties and performance hereunder.
