Common use of Default by Sellers Clause in Contracts

Default by Sellers. If, at or any time prior to Closing, any Seller fails to perform any of its covenants or obligations under this Agreement in any material respect, which breach or default is not caused by a Buyer Default and such failure remains uncured as of the Closing Date (a “Seller Default”), then Buyer, as its sole and exclusive remedies for such Seller Default, may elect to (i) terminate this Agreement, in which case (A) Deposit (or in the event of a Seller Default prior to the expiration of the Due Diligence Period, the Initial Deposit), together with any interest earned thereon, shall be returned to Buyer and (B) Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) proceed to Closing, in which case Buyer shall be deemed to have waived such Seller Default. Notwithstanding the foregoing, in the event Closing does not occur due to a Seller Default under this Agreement, then Buyer shall be entitled to commence appropriate legal proceedings seeking to enforce each Seller’s obligation to convey the applicable Property through specific performance. The provisions of this 13.1 shall survive Closing or any termination of this Agreement.

Default by Sellers. IfExcept as otherwise provided in this Agreement, should a Seller violate or fail (in breach of its obligations hereunder) to fulfill or perform any of the terms, conditions or undertakings set forth in this Agreement applicable to it at or any time prior to Closing, any Seller fails to perform any of its covenants or obligations under this Agreement in any material respect, which breach or default is and if as a result thereof a Closing hereunder shall not caused by a Buyer Default and such failure remains uncured as of the Closing Date (a “Seller Default”)occur, then Buyerin such case Purchaser shall, as its sole and exclusive remedies for such Seller Defaultremedy therefor, may elect to have the option of (i1) terminate specifically enforcing this Agreement, in which case or (A2) Deposit (or terminating this Agreement; and in the latter event of a Seller Default prior to the expiration of the Due Diligence Period, the Initial Deposit), together with any interest earned thereon, Escrow Funds shall be returned to Buyer Purchaser, Sellers shall reimburse Purchaser for Purchaser's documented, third-party, out of pocket due diligence expenses incurred in connection with the transactions contemplated by this Agreement (such expenses not to exceed $100,000), and (B) Parties this Agreement shall terminate, and no party shall have no any further rights liability or obligations obligation hereunder to any other, except under such provisions which shall expressly survive a termination of this Agreement. Purchaser further agrees, as part of the consideration for Sellers entering into this Agreement, except those which expressly survive such terminationthat Purchaser will not, under any circumstances place or (ii) proceed attempt to Closing, in which case Buyer place a lis pendens on the Real Estate or any part thereof; and any violation of this covenant by Purchaser shall be deemed to have waived such Seller Default. Notwithstanding the foregoing, in the event Closing does not occur due to constitute a Seller Default under this Agreement, then Buyer shall be entitled to commence appropriate legal proceedings seeking to enforce each Seller’s obligation to convey the applicable Property through specific performancedefault hereunder. The provisions of this 13.1 Section 20.1 shall survive Closing or any termination of this Agreement.