Common use of To Buyer’s Obligations Clause in Contracts

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, 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 performance 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 obligations hereunder, or (ii) any of Seller’s 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, or (iv) Prudential is in default of any of its obligations under this Agreementthe Option Exercise Agreement or (v) any of Prudential’s representations or warranties set forth in the Option Exercise Agreement and such circumstance in (i), (ii), (iii), (iv) or (v) continues for five (5) days after written notice from Buyer to Seller, which written notice shall detail such default, untruth or failure, as applicable, 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, 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), or (b) waive the default condition and proceed to close the Transaction 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 seek 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 noticeby Seller. As a condition precedent to Buyer exercising any right it may have to bring an action to recover the expenses referred to abovefor specific performance hereunder, Buyer must not be in default under this Agreement, and Buyer must commence such an action to recover the expenses within ninety (90) days after the occurrence of Seller's ’s default. Buyer agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it 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. If, at the Closing, (i) Seller is in default of any of its obligations under the Brea Purchase Agreement, or (ii) any of Seller’s representations or warranties set forth in the Brea Purchase Agreement are untrue in any material respect, or (iii) the Closing under the Brea Purchase Agreement otherwise fails to occur by reason of Seller’s failure or refusal to perform its obligations thereunder in a prompt and timely manner, or (iv) Prudential is in default of any of its obligations under the Option Exercise Agreement, or (v) any of Prudential’s representations or warranties set forth in the Option Exercise Agreement are untrue in any material respect, and such circumstance in (i), (ii), (iii), (iv) or (v) continues for five (5) days after written notice from Buyer to Seller, which written notice shall detail such default, untruth or failure, as applicable, Buyer shall have the right, to elect, as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Seller, provided that in the case of the circumstances described in clauses (i), (ii) or (iii) above, Buyer concurrently terminates the Brea Purchase Agreement, 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 exercising any right it may have to bring an action for specific performance hereunder, Buyer must commence such an actionaction within ninety (90) days after the occurrence of Seller’s default. In the event Buyer agrees that its failure to timely files and is otherwise entitled to sue commence such an action for specific xerformance hereunder, Seller performance within such ninety (90) day period shall reimburse Buyer be deemed a waiver by it of its right to commence an action for its reasonable costs and expenses incurred by Buyer in connection with such specific performance lawsuitas 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. If, at the Closing, (i) Seller is in default of any of its obligations under this Agreementhereunder, or (ii) any of Seller’s 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, and such circumstance in (i), (ii) or (iii) continues for five (5) days after written notice from Buyer to Seller, which written notice shall detail such default, untruth or failure, as applicable, 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 any Deposit shall be returned to Buyer, and Seller shall be obligated to recover the actual reimburse Buyer for its documented, third-party, out-of-pocket expenses paid by Buyer to unrelated third parties incurred in evaluating the purchase connection with its entering into this Agreement and its investigation of the Property in a total amount Property; provided, however, that the reimbursement obligation of Seller under this Agreement shall not to exceed Fifty the sum of Two Hundred Thousand and No/100 Dollars ($50,000.00)200,000.00) and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement, or (b) waive the default condition and proceed to close the Transaction 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 seek 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 noticeby Seller. As a condition precedent to Buyer exercising any right it may have to bring an action to recover the expenses referred to abovefor specific performance hereunder, Buyer must not be in default under this Agreement, and Buyer must commence such an action to recover the expenses within ninety (90) days after the occurrence of Seller's ’s default. Buyer agrees that its failure to timely commence such an action for specific performance 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 action for specific xerformance hereunder, Seller shall reimburse Buyer for its reasonable costs and expenses incurred performance as well as a waiver by Buyer in connection with such specific performance lawsuitit 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. 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 perxxxmance is conditioned upon the parties agreement that in order to sue for specific perfxxxance perfoxxxnce 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 xxrformance 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 obligations under this Agreementhereunder, 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, 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 BuyerBuyer and, and to recover thereafter, the actual out-of-pocket expenses paid by Buyer to unrelated third parties in evaluating shall have no further rights or obligations hereunder except for obligations which expressly survive the purchase termination of the Property in a total amount not to exceed Fifty Thousand Dollars ($50,000.00)this Agreement, or (b) waive the default condition and proceed to close the Transaction 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 seek 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 noticeby Seller. As a condition precedent to Buyer exercising any right it may have to bring an action to recover the expenses referred to abovefor specific performance hereunder, Buyer must not be in default under this Agreement, and Buyer must commence such an action to recover the expenses within ninety thirty (9030) days after the occurrence of Seller's ’s default. Buyer agrees that its failure to timely commence such an action for specific performance within such ninety thirty (9030) 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 action for specific xerformance hereunder, Seller shall reimburse 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. If Buyer for its reasonable costs and expenses incurred by Buyer in connection with such has elected to pursue the remedy of specific performance lawsuitunder clause (c) above against Seller, and it is judicially determined that Seller has willfully and intentionally caused a default such that specific performance is not a legally available remedy to Buyer as a result thereof, Buyer shall have the right to pursue a claim for money damages up to an amount not to exceed the Deposit.