Transferor Defaults. If any Transferor defaults in its obligation to transfer an interest in a Replacement Property to Qualified Intermediary, Qualified Intermediary will take such action against the Transferor as directed in writing by the applicable Exchanger, with the costs and expenses thereof being paid solely by such Exchanger. In no event shall Qualified Intermediary be personally liable for any cost or expenses of taking such action and in no event shall Qualified Intermediary be required take, maintain or continue any action against the Transferor unless the applicable Exchanger has first advanced any costs or expenses related to such action.
Transferor Defaults. IF THE TRANSACTION SHALL NOT CLOSE ON OR BEFORE SEPTEMBER 30, 2011 (OR ANY LATER DATE MUTUALLY AGREED TO BY THE PARTIES), BY REASON OF TRANSFEROR’S BREACH OR DEFAULT UNDER THIS AGREEMENT THAT IS NOT CURED WITHIN TEN (10) DAYS AFTER RECEIPT OF NOTICE BY TRANSFEROR FROM TRANSFEREE, THEN TRANSFEREE SHALL HAVE AS ITS EXCLUSIVE REMEDY THE RIGHT TO EITHER (A) TERMINATE THIS AGREEMENT (IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO TRANSFEREE, AND NEITHER PARTY HERETO SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY TO THE OTHERS EXCEPT WITH RESPECT TO THOSE PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY SURVIVE A CLOSING OR TERMINATION OF THIS AGREEMENT), TRANSFEREE HEREBY WAIVING ANY RIGHT OR CLAIM TO DAMAGES FOR TRANSFEROR’S BREACH IN SUCH INSTANCE OR (B) SPECIFICALLY ENFORCE TRANSFEROR’S OBLIGATION TO TRANSFER THE INTERESTS (BUT NO OTHER ACTION, FOR DAMAGES OR OTHERWISE, SHALL BE PERMITTED); PROVIDED THAT ANY ACTION BY TRANSFEREE FOR SPECIFIC PERFORMANCE MUST BE FILED, IF AT ALL, WITHIN SIXTY-FIVE (65) DAYS OF TRANSFEROR’S BREACH OR DEFAULT, AND THE FAILURE TO FILE WITHIN SUCH PERIOD SHALL CONSTITUTE A WAIVER BY TRANSFEREE OF SUCH RIGHT AND REMEDY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN THE EVENT OF A MATERIAL BREACH OR DEFAULT BY TRANSFEROR UNDER THIS AGREEMENT THAT RESULTS IN MONETARY DAMAGES TO TRANSFEREE IN EXCESS OF THE LIABILITY THRESHOLD, IF TRANSFEREE HAS ELECTED TO TERMINATE THIS AGREEMENT UNDER SUBSECTION (A) ABOVE, TRANSFEROR SHALL REIMBURSE TRANSFEREE FOR UP TO $1,492,815.83 (MEASURED FROM THE FIRST DOLLAR OF DAMAGES) OF TRANSFEREE’S OUT-OF-POCKET COSTS AND EXPENSES; PROVIDED, FURTHER, HOWEVER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT TRANSFEREE’S RIGHTS OR DAMAGES UNDER ANY INDEMNITIES GIVEN BY TRANSFEROR TO TRANSFEREE UNDER THIS AGREEMENT OR TRANSFEREE’S RIGHT TO RECOVER ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 35 OF THIS AGREEMENT. AS USED HEREIN, “TRANSFEREE’S OUT-OF-POCKET COSTS AND EXPENSES” SHALL MEAN AND REFER TO THIRD-PARTY OUT-OF-POCKET EXPENSES ACTUALLY INCURRED BY TRANSFEREE OR THE TRANSFEREE REPRESENTATIVES IN CONNECTION WITH THIS TRANSACTION, INCLUDING TRANSFEREE’S AND THE TRANSFEREE REPRESENTATIVES’ DUE DILIGENCE INVESTIGATION OF THE PROPERTIES AND THE LEGAL FEES AND EXPENSES OF PREPARING, NEGOTIATING AND ENFORCING THIS AGREEMENT AND THE TERM SHEET, ALL TO THE EXTENT ACTUALLY INCURRED PRIOR TO THE TERMINATION OF THIS AGREEMENT BY TRANSFEREE AND THE TRANSFEREE REPRESENTATIVES; PROVIDED, HOWEVER, TRANSFEROR...
Transferor Defaults. 44 ARTICLE X TERMINATION -----------
Transferor Defaults. (a) In case one or more of the following defaults by the Transferor (each, a "Transferor Default") shall occur and be continuing:
