Default Not Cured Clause Samples

Default Not Cured. If Purchaser does not elect to terminate during the Due Diligence Period, and Purchaser does not cure its default within the Purchaser’s Cure Period, then, provided no default by Seller then exists and provided that Seller has not elected to waive such default, this Agreement shall terminate and the parties shall be released and discharged of and from all further obligations and liabilities under this Agreement, and the Deposit shall be paid to Seller as Seller’s sole and exclusive liquidated damages and in full and complete settlement and liquidation of all damages sustained by Seller, it being acknowledged by Seller and Purchaser that the amount of damages incurred by Seller as a result of Purchaser’s default would be substantial but difficult, if not impossible, to ascertain and that such liquidated damages represent the parties’ best estimate of the damages Seller will incur as a result of such default. Seller shall not be entitled to exercise any other rights, powers or remedies at law or in equity, other than its right to receive the Deposit pursuant hereto, and Seller hereby expressly and irrevocably waives all such other rights, powers and remedies and hereby covenants not to s▇▇.

Default Not Cured. If Seller does not cure its default within the Seller’s Cure Period then, upon notice to Seller, Purchaser may elect to either (i) proceed to Closing, in which case, in addition to the right to monetary damages resulting from such default, Purchaser will have the right to maintain an equitable action against Seller for specific performance of its obligation to sell the Assets and to perform hereunder; or (ii) terminate this Agreement. If Purchaser elects to terminate this Agreement under subsection (ii) above, then (A) the Deposit shall be retained by Purchaser; and (B) Purchaser shall be entitled to pursue an action for damages against Seller.

Default Not Cured. If Seller does not cure its default within the Seller's Cure Period, then Purchaser may elect effective upon notice thereof to Seller after the expiration of Seller's Cure Period to either waive Seller's default and proceed to Closing as to all of the Assets, which shall include the right to maintain an equitable action against Seller for specific performance of its obligation to sell the Assets and to perform hereunder and the right to pursue the limited damages described below to which such default relates, or terminate this Agreement as to all of the Assets. If Purchaser elects to close over Seller's default and pursue damages or to terminate this Agreement as to all of the Assets, Purchaser shall be entitled to pursue an action for damages against Seller; provided, however Purchaser's damages shall be limited to the amount of damages actually incurred as a direct result of the breach if closing occurs as to all Facilities, and if not, reimbursement for the amount of all reasonable, documented costs and expenses incurred by Purchaser in connection with the negotiation and execution of this Agreement and conduct of its due diligence efforts pursuant hereto, including without limitation reasonable, documented attorneys fees and expenses, costs of engineering, surveying, title and environmental examinations and tests, appraisals, regulatory and licensure applications, commitment, break up and other fees and expenses of Purchaser's lenders, including fees of lender's counsel and outside consultants, travel, postage, and other out-of-pocket fees and expenses, but expressly excluding any allocation of Purchaser's corporate overhead or executive salaries plus attorneys fees pursuant to Section 12.5 hereof (collectively, "Purchaser's Due Diligence Costs"). If Closing occurs as to some but not all Facilities, Seller's responsibility to pay Purchaser's Due Diligence Costs in connection with a breach by Seller shall be limited to a pro rata portion of such costs based on the ratio that the number of Facilities not closed bears to the number of Facilities closed. In addition, if Purchaser elects to terminate this Agreement, then the Deposits (or relevant portion thereof pursuant to Schedule 1.7 as to a partial termination) shall be forthwith returned to Purchaser by Escrow Agent. Notwithstanding anything contained therein to the contrary, if Seller sells a material portion of the Facilities to an unrelated third party within six (6) months after the termination of ...

Default Not Cured. It is expressly understood and agreed that the Existing Events of Default are not cured or waived by the execution, delivery and acceptance of this Forbearance Agreement by Lender or the acceptance of any monies paid pursuant to the teens and conditions of this Forbearance Agreement or otherwise.