Common use of Seller’s Rights and Remedies Clause in Contracts

Seller’s Rights and Remedies. If at any time a termination date has occurred or been designated as the result of an Event of Default with respect to Buyer, then unless the Buyer has paid in full all of its obligations that are then due, including those under Section 7.2(c) of this Agreement: (i) the Seller may exercise all rights and remedies available to a Seller under applicable law with respect to the posted Eligible Collateral, (ii) the Buyer will be obligated immediately to return all posted Eligible Collateral and accrued Interest to the Seller, or (iii) to the extent that posted Eligible Collateral or accrued Interest are not returned pursuant to (ii) above, the Seller may set-off any amounts payable by the Seller with respect to any Obligations against any posted Eligible Collateral or the cash equivalent thereof or to the extent that Seller does not set off such amounts, withhold payment of any remaining amounts payable by the Seller with respect to any Obligations, up to the value of the remain posted Eligible Collateral held by the Buyer, until that posted Eligible Collateral is Transferred to the Seller. For avoidance of doubt, (i) the Buyer will be obligated immediately to Transfer any Letter of Credit to the Seller and (ii) the Seller may do any one or more of the following: (x) to the extent that the Letter of Credit is not Transferred to the Seller as required pursuant to (i) above, set-off any amounts payable by the Seller with respect to any Obligations against any such Letter of Credit held by the Buyer and, to the extent its rights to set-off are not exercised, withhold payment of any remaining amounts payable by the Seller with respect to any Obligations, up to the value of any remaining posted Eligible Collateral and the value of any Letter of Credit held by the Buyer, until any such Posted Eligible Collateral and such Letter of Credit is Transferred to the Seller; and (y) exercise rights and remedies available to the Seller under the terms of the Letter of Credit.

Seller’s Rights and Remedies. If at any time a termination date has occurred or been designated as the result of an Event of Default with respect to Buyer, then unless the Buyer has paid in full all of its obligations that are then due, including those under Section 7.2(c9.3(b) of this Agreement: (i) the Seller may exercise all rights and remedies available to a Seller under applicable law with respect to the posted Eligible Collateral, (ii) the Buyer will be obligated immediately to return all posted Eligible Posted Collateral and provided by Seller, including any accrued Interest interest to the Seller, or (iiiii) to the extent that posted Eligible Posted Collateral or provided by Seller, including any accrued Interest are interest, is not returned pursuant to (iii) above, the Seller may set-off any amounts payable by the Seller with respect to any Obligations against any posted Eligible Collateral Credit Support or the cash equivalent thereof or to the extent that Seller does not set off such amounts, withhold payment of any remaining amounts payable by the Seller with respect to any Obligationsobligations of Buyer, up to the value of the remain remaining posted Eligible Collateral Credit Support held by the Buyer, until that posted Eligible Collateral Credit Support is Transferred to the Seller. For avoidance of doubt, (i) the Buyer will be obligated immediately to Transfer any Letter of Credit to the Seller and (ii) the Seller may do any one or more of the following: (x) to the extent that the Letter of Credit is not Transferred to the Seller as required pursuant to (i) above, set-off any amounts payable by the Seller with respect to any Obligations against any such Letter of Credit held by the Buyer and, to the extent its rights to set-off are not exercised, withhold payment of any remaining amounts payable by the Seller with respect to any Obligations, up to the value of any remaining posted Eligible Collateral Credit Support and the value of any Letter of Credit held by the Buyer, until any such Posted Eligible Collateral Credit Support and such Letter of Credit is Transferred to the Seller; and (y) exercise rights and remedies available to the Seller under the terms of the Letter of Credit.

Seller’s Rights and Remedies. If at any time a termination date has occurred or been designated as the result of an Event of Default with respect to BuyerBuyer and Buyer has provided Credit Support to Seller under Section 9.3(b), then unless the Buyer has paid in full all of its obligations that are then due, including those under Section 7.2(c9.3(b) of this Agreement: (i) the Seller may exercise all rights and remedies available to a Seller under applicable law Law with respect to the posted Eligible Collateralany Posted Collateral provided by Buyer, (ii) the Buyer will be obligated immediately to return all posted Eligible Posted Collateral and provided by Seller, including any accrued Interest interest to the Seller, or (iii) to the extent that posted Eligible Posted Collateral or provided by Seller, including any accrued Interest are interest is not returned pursuant to (ii) above, the Seller may set-off any amounts payable by the Seller with respect to any Obligations against any posted Eligible Collateral Credit Support or the cash equivalent thereof or to the extent that Seller does not set off such amounts, withhold payment of any remaining amounts payable by the Seller with respect to any Obligationsobligations of Buyer, up to the value of the remain remaining posted Eligible Collateral Credit Support held by the Buyer, until that posted Eligible Collateral Credit Support is Transferred to the Seller. For avoidance of doubt, (i) the Buyer will be obligated immediately to Transfer any Letter of Credit to the Seller and (ii) the Seller may do any one or more of the following: (x) to the extent that the Letter of Credit is not Transferred to the Seller as required pursuant to (i) above, set-off any amounts payable by the Seller with respect to any Obligations against any such Letter of Credit held by the Buyer and, to the extent its rights to set-off are not exercised, withhold payment of any remaining amounts payable by the Seller with respect to any Obligations, up to the value of any remaining posted Eligible Collateral Credit Support and the value of any Letter of Credit held by the BuyerXxxxx, until any such Posted Eligible Collateral Credit Support and such Letter of Credit is Transferred to the Seller; and (y) exercise rights and remedies available to the Seller under the terms of the Letter of Credit.

Seller’s Rights and Remedies. If at any time a termination date has occurred or been designated as the result of an Event of Default with respect to BuyerBuyer and Buyer has provided Credit Support to Seller under Section 9.3(b), then unless the Buyer has paid in full all of its obligations that are then due, including those under Section 7.2(c9.3(b) of this Agreement: (i) the Seller may exercise all rights and remedies available to a Seller under applicable law Law with respect to the posted Eligible Collateralany Posted Collateral provided by Buyer, (ii) the Buyer will be obligated immediately to return all posted Eligible Posted Collateral and provided by Seller, including any accrued Interest interest to the Seller, or (iii) to the extent that posted Eligible Posted Collateral or provided by Seller, including any accrued Interest are interest is not returned pursuant to (ii) above, the Seller may set-off any amounts payable by the Seller with respect to any Obligations against any posted Eligible Collateral Credit Support or the cash equivalent thereof or to the extent that Seller does not set off such amounts, withhold payment of any remaining amounts payable by the Seller with respect to any Obligationsobligations of Buyer, up to the value of the remain remaining posted Eligible Collateral Credit Support held by the Buyer, until that posted Eligible Collateral Credit Support is Transferred to the Seller. For avoidance of doubt, (i) the Buyer will be obligated immediately to Transfer any Letter of Credit to the Seller and (ii) the Seller may do any one or more of the following: (x) to the extent that the Letter of Credit is not Transferred to the Seller as required pursuant to (i) above, set-off any amounts payable by the Seller with respect to any Obligations against any such Letter of Credit held by the Buyer and, to the extent its rights to set-off are not exercised, withhold payment of any remaining amounts payable by the Seller with respect to any Obligations, up to the value of any remaining posted Eligible Collateral Credit Support and the value of any Letter of Credit held by the Buyer, until any such Posted Eligible Collateral Credit Support and such Letter of Credit is Transferred to the Seller; and (y) exercise rights and remedies available to the Seller under the terms of the Letter of Credit.

Seller’s Rights and Remedies. If at any time a termination date has occurred or been designated as the result of an Event of Default with respect to BuyerBuyer and Buyer has provided Credit Support to Seller under Section 9.3(b), then unless the Buyer has paid in full all of its obligations that are then due, including those under Section 7.2(c9.3(b) of this Agreement: (i) the Seller may exercise all rights and remedies available to a Seller under applicable law Law with respect to the posted Eligible Collateralany Posted Collateral provided by Buyer, (ii) the Buyer will be obligated immediately to return all posted Eligible Posted Collateral and provided by Seller, including any accrued Interest interest to the Seller, or (iii) to the extent that posted Eligible Posted Collateral or provided by Seller, including any accrued Interest are interest is not returned pursuant to (ii) above, the Seller may set-off any amounts payable by the Seller with respect to any Obligations against any posted Eligible Collateral Credit Support or the cash equivalent thereof or to the extent that Seller does not set off such amounts, withhold payment of any remaining amounts payable by the Seller with respect to any Obligationsobligations of Buyer, up to the value of the remain remaining posted Eligible Collateral Credit Support held by the Buyer, until that posted Eligible Collateral Credit Support is Transferred to the Seller. For avoidance of doubt, (i) the Buyer will be obligated immediately to Transfer any Letter of Credit to the Seller and (ii) the Seller may do any one or more of the following: (x) to the extent that the Letter of Credit is not Transferred to the Seller as required pursuant to (i) above, set-off any amounts payable by the Seller with respect to any Obligations against any such Letter of Credit held by the Buyer and, to the extent its rights to set-off are not exercised, withhold payment of any remaining amounts payable by the Seller with respect to any Obligations, up to the value of any remaining posted Eligible Collateral Credit Support and the value of any Letter of Credit held by the Buyer, until any such Posted Eligible Collateral Credit Support and such Letter of Credit is Transferred to the Seller; and (y) exercise rights and remedies available to the Seller under the terms of the Letter of Credit.

Seller’s Rights and Remedies. If Buyer fails or refuses to consummate the purchase of the Property Interests pursuant to this Agreement at the Closing, or fails to perform any time of Buyer's other obligations hereunder either prior to or at the Closing for any reason other than termination of this Agreement by Buyer pursuant to a termination date has occurred right to so terminate expressly set forth in this Agreement or been designated Seller's failure to perform Seller's obligations under this Agreement, and if Buyer fails to cure any such default within five (5) days after written notice thereof from Seller (provided, however, there shall be no notice and opportunity to cure for Buyer's failure to close the transaction on the Closing Date so as to extend the result of an Event of Default with respect to BuyerClosing Date), then unless Seller shall have, as Seller's sole and exclusive remedy, the Buyer has paid in full all of its obligations that are then due, including those under Section 7.2(c) of this Agreement: right to either (i) enforce specific performance of Buyer's obligations under this Agreement; or (ii) terminate this Agreement by giving written notice thereof to Buyer prior to or at the Closing, whereupon neither party hereto shall have any further rights or obligations hereunder, other than the obligations under SECTIONS 12.4, 15.4 and ARTICLE XIV, and Title Company shall deliver the Xxxxxxx Money to Seller as liquidated damages, free of any claims by Buyer or any other person with respect thereto. It is agreed that the Xxxxxxx Money to which the Seller is entitled under a termination under item (ii) above is a reasonable forecast of just compensation for the harm that would be caused by Buyer's breach, and that the harm that would be caused by such breach is one that is incapable or very difficult of accurate estimation. Notwithstanding the forgoing, Seller may exercise pursue all rights and remedies available to a Seller under applicable at law with respect to the posted Eligible Collateral, (ii) the or in equity against Buyer will be obligated immediately to return all posted Eligible Collateral and accrued Interest to the Seller, or (iii) to the extent that posted Eligible Collateral or accrued Interest are not returned pursuant to (ii) above, the Seller may set-off any amounts payable by the Seller with respect to any Obligations against Right of Entry Agreement executed by Buyer or any posted Eligible Collateral or the cash equivalent thereof or to the extent that Seller does not set off such amounts, withhold payment of any remaining amounts payable by the Seller closing document delivered in connection with respect to any Obligations, up to the value of the remain posted Eligible Collateral held by the Buyer, until that posted Eligible Collateral is Transferred to the Seller. For avoidance of doubt, (i) the Buyer will be obligated immediately to Transfer any Letter of Credit to the Seller and (ii) the Seller may do any one or more of the following: (x) to the extent that the Letter of Credit is not Transferred to the Seller as required pursuant to (i) above, set-off any amounts payable by the Seller with respect to any Obligations against any such Letter of Credit held by the Buyer and, to the extent its rights to set-off are not exercised, withhold payment of any remaining amounts payable by the Seller with respect to any Obligations, up to the value of any remaining posted Eligible Collateral and the value of any Letter of Credit held by the Buyer, until any such Posted Eligible Collateral and such Letter of Credit is Transferred to the Seller; and (y) exercise rights and remedies available to the Seller under the terms of the Letter of Creditthis Agreement.