The Seller’s Default. Notwithstanding anything in this Agreement to the contrary, if: (i) any representation and warranty of the Seller contained in this Agreement shall not be true and correct as of the Closing Date; (ii) any condition to the Purchaser’s obligation to close shall fail to be fulfilled or waived; or (iii) the Seller shall be in material default in the performance of any of its covenants or obligations under this Agreement, then the Purchaser’s remedies prior to the Closing shall be to elect: (x) to terminate this Agreement and thereupon to receive a return of the Deposit and to bring an action against the Seller seeking reimbursement for the Purchaser’s direct, out-of-pocket reasonable costs, including, but not limited to third party due diligence fees such as inspections, survey, title work, legal fees, appraisal fees and loan fees, provided the amount of such reimbursement shall not exceed $[Amount of Deposit]; or (y) to bring an action for specific performance to compel the Seller to cure any such material default, breach of warranty or misrepresentation or to fulfill any such condition or perform any such covenant or agreement of the Seller contained in this Agreement to be performed by the Seller on or prior to the Closing Date and, as part of any such action for specific performance, to seek to recover any direct, out-of-pocket reasonable costs incurred by the Purchaser in connection with such specific performance action, provided the amount of such reimbursement shall not exceed $[Amount of Deposit]; or (z) to expressly waive in writing any such default, breach of warranty or misrepresentation or the nonfulfillment of any such condition or failure of the Seller to perform any such covenant or agreement of the Seller contained in this Agreement to be performed by the Seller on or before the Closing Date. Upon completion of the Closing, the foregoing remedies shall be deemed to be waived by Purchaser.
The Seller’s Default. If the Seller shall default in the performance of its obligations hereunder, or breaches any representation or warranty, then the Purchaser shall have the right to treat this Agreement as null and void and to obtain the Xxxxxxx Money, or to treat this Agreement as being in full force and effect and to seek the remedy of specific performance against the Seller as its sole and exclusive remedy hereunder.
The Seller’s Default. If at the Closing Date the conditions to the obligation of Purchaser to close title as set forth in Article 11 have not been fulfilled on account of the default of the Sellers hereunder, and the Closing shall not occur as a result thereof, then Purchaser shall be entitled to pursue, at its election, either of the following as its sole and exclusive remedy: (i) terminate this Agreement and have the Deposit returned to it by the Escrow Agent, or (ii) seek specific performance of the Sellers' obligations under this Agreement. Purchaser hereby waives any right to sue the Sellers for damages (including consequential and punitive damxxxs) for any default by the Sellers hereunder but if the Closing occurs such waiver shall not apply to damages to which Purchaser may be entitled hereunder by reason of any breach by the Sellers of any of their indemnities, warranties or representations hereunder which survive the Closing; provided, however, that in the event the remedy of specific performance is unavailable to Purchaser, Purchaser may seek damages (but not consequential, indirect or punitive damages) from the Sellers.
The Seller’s Default. If the seller defaults under this agreement, the buyer may, at the buyer's option, pursue all legal and equitable remedies available to the buyer under Illinois law, or the buyer may demand and be entitled to an immediate refund of the buyer's entire deposit in full termination of this agreement.
The Seller’s Default. If, at or any time prior to Closing, the Seller fails to perform in any material respect its covenants or obligations under this Agreement (a “Seller’s Default”), then the Purchaser may elect one of the following remedies: (a) terminate this Agreement, in which case the Deposit shall be refunded to the Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, (b) proceed to Closing without any reduction in or setoff against the Purchase Price, (c) obtain a court order for specific performance, or (d) in the event specific performance is not an available remedy and such Seller’s Default is caused by the Seller’s willful and intentional breach of Seller’s obligation to close the transaction contemplated hereunder, Purchaser shall have the right to pursue an action for damages, in which event all Sellers shall be jointly and severally liable for any and all obligations of any Seller or all Sellers under this Agreement; provided that, with respect to any such action under this subsection (d), the Sellers’ total liability to Purchaser will be capped at the lesser of (i) Two Hundred Fifty Thousand Dollars ($250,000); and (ii) any and all actual out-of-pocket costs and expenses incurred by Purchaser in connection with the transactions contemplated hereunder.
The Seller’s Default. If Closing does not occur because either the Seller wrongfully fails to tender performance at Closing or otherwise materially breaches this Agreement prior to Closing, and in either case, Buyer is not in material breach of this Agreement and is willing and able to close, Buyer shall be entitled to elect to (1) xxx for damages relating to the failure of the Seller to close in accordance with the terms and conditions set forth in this Agreement or (2) pursue the remedy of specific performance of the Agreement.
The Seller’s Default. If, at or any time prior to Closing, the Seller fails to perform in any material respect its covenants or obligations under this Agreement which breach or default is not caused by a Purchaser Default and no material Purchaser’s Default has occurred which remains uncured (a “Seller’s Default”), then the Purchaser may elect (as its sole and exclusive remedy) to: (a) terminate this Agreement by written notice to Seller, in which case the Deposit actually paid by Purchaser shall be refunded to the Purchaser in accordance with Section 3.2.4, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, (b) proceed to Closing without any reduction in or setoff against the Purchase Price (except with respect to monetary liens recorded against the Assets), (c) obtain a court order for specific performance; provided, however, the action for specific performance must be commenced by Purchaser within sixty (60) days of the Outside Closing Date or the remedy shall be waived, or (d) in the event specific performance is not an available or adequate remedy and such Seller’s Default is caused by the Seller’s intentional breach of Seller’s obligations hereunder, then Purchaser shall have the right to pursue an action for actual damages incurred.
The Seller’s Default. If, at or any time prior to Closing, the Seller fails to perform in any material respect its covenants or obligations under this Agreement which breach or default is not caused by a Purchaser’s Default (as hereinafter defined) (a “Seller’s Default”), and no material Purchaser’s Default has occurred which remains uncured, then the Purchaser may elect any one or more of the following remedies: (a) terminate this Agreement, in which case the Deposit shall be refunded to the Purchaser in accordance with Section 3.2.5, Seller shall reimburse Purchaser for all of costs and expenses incurred by Purchaser in connection with the transactions contemplated by this Agreement, including, without limitation, all costs and expenses incurred in connection with the Inspections, and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (b) proceed to Closing without any reduction in or setoff against the Purchase Price, or (c) obtain a court order for specific performance; or (d) pursue any other remedy available at law or in equity.
The Seller’s Default. In the event this transaction fails to close due to a default by Seller, Buyer shall be entitled to all of its out-of-pocket expenses incurred in connection with this transaction, including the Deposit and any interest accrued thereon, and shall have the right to pursue any other remedy available to it at law or equity, including the specific performance of this Agreement.
The Seller’s Default. In the event the Seller is in default by reason of a material breach of the Seller's representations and warranties and the same cannot be cured within thirty (30) days without harm to Purchaser, Purchaser's sole remedy shall be to demand the immediate return of the Deposit and the cancellation of this Agreement. In the event the Seller is in default by reason of Seller's failure or refusal to deliver title in accordance with the terms of this Agreement for more than ten (10) calendar days after receipt of written notice thereof has been given to the Seller, Purchaser remedies shall include the right to (a) immediate return of the Deposit and the cancellation of this Agreement or (b) an action to specifically enforce this Agreement. Purchaser shall have no other rights or remedies against the Seller on account of a default. Nothing contained herein shall limit Purchaser's rights and remedies after Closing with respect to a breach of Seller's representations and warranties as set forth in Section 10.
