Seller’s Pre-Closing Remedies Sample Clauses

Seller’s Pre-Closing Remedies. If Purchaser fails to perform in accordance with the terms of this Agreement and Seller is not in material default hereunder, Seller shall have the right to terminate this Agreement by delivering written notice to Purchaser whereupon the Xxxxxxx Money shall be forfeited to Seller as liquidated damages (which shall be Seller’s sole and exclusive remedy against Purchaser), it being agreed between the parties hereto that the actual damages to Seller in such event are impractical to ascertain and the amount of the Xxxxxxx Money is a reasonable estimate thereof and shall be and constitute valid liquidated damages, at which time this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement; provided, however, if pursuant to the terms of this Agreement, Purchaser is required to but does not deposit with the Escrowee the Additional Xxxxxxx Money as provided for in Section 2.1.1 above, the liquidated damages will include all amounts that Purchaser was required to deposit as Xxxxxxx Money prior to such default. Notwithstanding the foregoing, nothing in this Section 7.2 shall limit any indemnification obligation of Purchaser under this Agreement.
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Seller’s Pre-Closing Remedies. If Purchaser fails to perform in accordance with the terms of this Agreement at Closing, Sellers shall have the right to terminate this Agreement by delivering written notice to Purchaser whereupon the Xxxxxxx Money shall be forfeited to Sellers as liquidated damages (which shall be Sellers' sole and exclusive remedy against Purchaser), it being agreed between the parties hereto that the actual damages to Sellers in such event are impractical to ascertain and the amount of the Xxxxxxx Money is a reasonable estimate thereof and shall be and constitute valid liquidated damages, at which time this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement.
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Seller’s Pre-Closing Remedies. If, on or before Closing, Buyer shall materially default in any of the terms or provisions of this Contract prior to the Closing Date, and shall fail to cure such default within ten (10) days following written notice thereof given by Seller to Buyer, Seller may either (i) waive such default and consummate the transaction contemplated hereby in accordance with the terms hereof; or (ii) institute all proceedings necessary to specifically enforce the terms of this Contract; provided, however, in no event shall Seller be entitled to obtain or recover, and Seller hereby waives and covenants not to assert any right to seek or obtain, any incidental, consequential, or punitive damages resulting from any breach of any obligation of Buyer under the foregoing provisions;
Sample 1
Seller’s Pre-Closing Remedies. If Purchaser fails to perform in accordance with the terms of this Agreement, and such failure continues for five (5) days following notice thereof from Seller to Purchaser (provided, however, that Purchaser shall not be entitled to any such notice or cure period for any default under Sections 4 or 14.9), and Seller is not in material default hereunder, Seller shall have the right to terminate this Agreement by delivering written notice to Purchaser whereupon the Xxxxxxx Money shall be forfeited to Seller as liquidated damages (which shall be Seller’s sole and exclusive remedy against Purchaser), it being agreed between the parties hereto that the actual damages to Seller in such event are impractical to ascertain and the amount of the Xxxxxxx Money is a reasonable estimate thereof and shall be and constitute valid liquidated damages, at which time this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 7.2 shall limit any indemnification obligation of Purchaser under this Agreement.
Sample 1
Seller’s Pre-Closing Remedies. If Purchaser fails to perform in accordance with the terms of this Agreement, Seller shall have the right to terminate this Agreement by delivering written notice to Purchaser whereupon the Xxxxxxx Money shall be forfeited to Seller as liquidated damages (which shall be Seller's sole and exclusive remedy against Purchaser), it being agreed between the parties hereto that the actual damages to Seller in such event are impractical to ascertain and the amount of the Xxxxxxx Money is a reasonable estimate thereof and shall be and constitute valid liquidated damages, at which time this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement; provided, however, if Purchaser is required to but does not deposit with the Escrowee the Additional Xxxxxxx Money as provided for in Section 2.1.1 above, the sum of $250,000.00 shall nonetheless be recoverable by Seller from Purchaser as Xxxxxxx Money.
Sample 1
Seller’s Pre-Closing Remedies. If, on or before Closing, Buyer breaches any of the terms or provisions of this Agreement or otherwise defaults hereunder and Seller delivers written notice of such default to Buyer, Buyer shall have 30 days after receipt of such notice to:
Sample 1
Seller’s Pre-Closing Remedies. If Purchaser fails to perform in accordance with the material terms of this Agreement, including but not limited the provisions of Section 8.2, and Seller is not in material default hereunder, Seller shall as its exclusive remedy have the right to terminate this Agreement by delivering written notice to Purchaser whereupon the Xxxxxxx Money shall be forfeited to Seller as liquidated damages (which shall be Seller’s sole and exclusive remedy against Purchaser), it being agreed between the parties hereto that the actual damages to Seller in such event are impractical to ascertain and the amount of the Xxxxxxx Money is a reasonable estimate thereof and shall be and constitute valid liquidated damages, at which time this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 7.2 shall limit any indemnification obligation of Purchaser under this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 7.2, EXCEPT IN CONNECTION WITH PURCHASER’S SUIT FOR SPECIFIC PERFORMANCE, OR IN CONNECTION WITH A SELLER DEFAULT, IF PURCHASER RECORDS A LIS PENDENS OR OTHERWISE ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE PROPERTY (EACH A “PURCHASER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 7.2 FROM BRINGING AN ACTION AGAINST PURCHASER SEEKING EXPUNGEMENT OF ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY PURCHASER’S ACTION BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN.
Sample 1
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Related to Seller’s Pre-Closing Remedies

  • Seller’s Remedies If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.

  • Purchaser’s Remedies If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform its obligations hereunder, or if before Closing any one or more of Seller’s representations or warranties are breached in any material respect, and such failure (other than the failure to sell the Property when it is obligated to do so under the terms of this Agreement) is not cured within one (1) Business Day after written notice from Purchaser, then Purchaser may, as its sole and exclusive remedy, either: (i) terminate this Agreement by giving Seller timely written notice of its election before or at Closing and recover the Xxxxxxx Money and Seller shall reimburse Purchaser for Purchaser’s out-of-pocket expenses not to exceed Fifty Thousand and No/100 Dollars ($50,000.00); (ii) enforce specific performance of Seller’s obligations under this Agreement; or (iii) waive Seller’s failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) Business Days following the scheduled Closing Date or, having given that notice, fails to file a lawsuit asserting the claim or cause of action in Salt Lake County, Utah, within thirty (30) days following the scheduled Closing Date. Unless Purchaser in good faith either (1) disputes an allegation of Purchaser’s default and promptly files suit for declaratory judgment or (2) alleges a Seller default that continues after the notice and cure period set forth above and timely files suit for specific performance and the action is pending, Purchaser may not place a lis pendens against all or any portion of the Property unless such lis pendens is in connection with the suit for specific performance, and Purchaser hereby waives and releases any right it may have under applicable law to file any lis pendens. In no event or circumstance shall Purchaser be entitled to any consequential, special or punitive damages. Purchaser’s remedies shall be limited to those described in this Section 11(b). The provisions of this Section 11(b) shall survive the Closing or any termination of this Agreement.

  • Buyer’s Remedies If the Closing has not occurred due to a breach by Seller in any material respect any of its obligations or representations or warranties contained in this Agreement, or if Seller fails to consummate this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as herein expressly provided, Buyer shall be entitled, as its sole remedy, either (a) to terminate this Agreement and receive the return of the entire Deposit (including both the First Deposit and Second Deposit, and whether or not the Inspection Period was extended), which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer, it being understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement (as provided in subsection (a) above) if Buyer fails to file a cause of action for specific performance against Seller on or before ninety (90) days after written notice of termination from Seller or ninety (90) days after the originally scheduled Closing Date, whichever shall occur first. If specific performance is not available due to the fact that Seller has conveyed the Property to a third party, then upon termination of this Agreement by Buyer, in addition to receiving the immediate return of the Deposit, anything in the Agreement contained to the contrary notwithstanding, Buyer shall also receive from Seller, upon demand, Buyer’s actual, documented out-of-pocket costs and expenses associated with conducting its due diligence related to the Property; provided, however, Seller’s maximum reimbursement liability with respect to the foregoing shall not exceed $300,000.00. The rights and remedies of this Article VI shall survive Closing or any termination of this Agreement. THE FOREGOING REMEDIES ARE IN ADDITION TO AND ARE NOT INTENDED TO LIMIT SELLER'S OR BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF.

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

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