To Buyer’s Obligations. The obligations of Buyer hereunder are, at its option, subject to satisfaction, at or prior to the Closing Date, of each of the following conditions:
To Buyer’s Obligations. If, at the Closing, (i) Seller is in default of any of its obligations hereunder, or (ii) any of Seller’s Warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, or (iii) the Closing otherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, and any such circumstance described in any of clauses (i), (ii) or (iii) continues for five (5) business days after written notice from Buyer to Seller, which written notice shall detail such default, untruth or failure, as applicable, then Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which the Deposit shall be returned to Buyer, Buyer shall be entitled to reimbursement of its out-of-pocket expenses not to exceed $50,000, and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) waive the condition and proceed to close the Transaction, or (c) seek specific performance of this Agreement by Seller. As a condition precedent to Buyer exercising any right it may have to bring an action for specific performance hereunder, Buyer must commence such an action within ninety (90) days after the occurrence of Seller’s default. Buyer agrees that its failure to timely commence such an action for specific performance within such ninety
To Buyer’s Obligations. If, at the Closing, Seller is in default of any of its obligations under this Agreement, Buyer shall have the right, to elect, as its sole and exclusive remedy, to take one, but not more than one, of the following actions: (a) terminate this Agreement by written notice to Seller, promptly after which the Deposit shall be returned to Buyer, and to recover the actual out-of-pocket expenses paid by Buyer to unrelated third parties in evaluating the purchase of the Property in a total amount not to exceed Fifty Thousand Dollars ($50,000.00), (b) waive the default and proceed to close the Transaction or (c) in lieu of (a) above bring an action against Seller for specific performance. Buyer's right to sue for specific pexxxrmance is conditioned upon the parties agreement that in order to sue for specific perfxxxance Buyer must forever waive any claim against Seller for damages for any breach of Seller's obligations hereunder (except as specifically provided for below), Buyer will not be, in any such suit for specific performance, entitled to any off-set or reduction in the Purchase Price, Buyer must file any such suit for specific performance within ninety (90) days after Buyer becomes aware of the breach by Seller of its obligations hereunder (and if Buyer does not file any such suit with such ninety (90) day period Buyer shall be deemed to have elected to have terminated this Agreement). Seller shall not be deemed to be in default under this Agreement until Buyer has provided Seller with a written notice specifying the default of Seller and Seller has failed to cure such default within five (5) days after receiving such notice. As a condition precedent to Buyer exercising any right it may have to bring an action to recover the expenses referred to above, Buyer must not be in default under this Agreement, and Buyer must commence an action to recover the expenses within ninety (90) days after the occurrence of Seller's default. Buyer agrees that its failure to timely commence such an action within such ninety (90) day period shall be deemed a waiver by it of its right to commence such an action. In the event Buyer timely files and is otherwise entitled to sue for specific xerformance hereunder, Seller shall reimburse Buyer for its reasonable costs and expenses incurred by Buyer in connection with such specific performance lawsuit.
To Buyer’s Obligations. If, at the Closing, (i) Seller is in default of any of its material obligations hereunder, or (ii) any of Seller's material representations or warranties are untrue in any material respect, or (iii) the Closing otherwise fails to occur by reason of Seller's failure or refusal to perform its material obligations hereunder in a prompt and timely manner, Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, immediately after which the Deposit shall be returned to Buyer, or (b) waive the condition and proceed to close the Transaction, or (c) seek specific performance of this Agreement by Seller.
To Buyer’s Obligations. If, at the Closing, (i) Seller is in default of any of its obligations hereunder, or (ii) the Closing otherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, Buyer shall have the right to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, promptly after which the Deposit shall be returned to Buyer, or (b) waive the condition and proceed to close the Transaction, or (c) seek specific performance of this Agreement by Seller. As a condition precedent to Buyer’s exercise of any right it may have to bring an action for specific performance hereunder, Buyer must commence such an action within ninety (90) days after the occurrence of Seller’s default. Buyer agrees that its failure timely to commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by Buyer of its right to commence an action for specific performance, as well as a waiver by it of any right it may have to file or record a notice of lis pendens or notice of pendency of action or similar notice against any portion of the Property.
To Buyer’s Obligations. The obligations of the Buyer hereunder are subject to the fulfillment or satisfaction, on and as of the Closing Date, of each of the following conditions (any one or more of which may be waived by the Buyer, but only in a writing signed on behalf of the Buyer by its Chief Executive Officer or Vice President):
To Buyer’s Obligations. If, on the Closing Date, (i) Seller is in default of any of its obligations hereunder, or (ii) any of Seller's material representations or warranties are untrue in any material respect, or (iii) the Closing otherwise fails to occur by reason of Seller's failure or refusal to perform its obligations hereunder in a prompt and timely manner, Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, or (b) waive the condition and proceed to close the Transaction. If this Agreement is so terminated, then neither party to this Agreement shall have any further rights or obligations hereunder other than any arising under any section herein which expressly provides that it survives the termination of this Agreement.
To Buyer’s Obligations. The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Closing of each of the following conditions (any or all of which may be waived in whole or in part by Buyer):
To Buyer’s Obligations. The obligation of Buyer to complete the purchase of the Property and to close under this Agreement is subject to the satisfaction of each of the following conditions:
(a) Seller shall have performed or complied with all agreements, covenants and conditions contained in this Agreement to be performed or complied with by Seller prior to or at the time of the Close of Escrow.
(b) The representations and warranties of Seller set forth in this Agreement shall remain true and correct in all material respects on and as of the Closing Date;
To Buyer’s Obligations
