Remedies Before Closing Sample Clauses

Remedies Before Closing. If Seller shall be deemed in default under Section 9.2.1 at or before Closing, and Buyer does not waive such default, Buyer may pursue one of the following remedies, each of which shall be Buyer’s sole and exclusive remedy: (a) Enforce specific performance of this Agreement against Seller, in which case Buyer shall have no claim for damages or any other remedy against Seller; provided, however, if Buyer fails to file suit for specific performance against Seller in a court having jurisdiction in Santa ▇▇▇▇▇ County on or before the date sixty (60) days following the date upon which the Closing hereunder was to have occurred, then Buyer shall be deemed to elected to terminate this Agreement and receive back the return of its Deposit and pursue its remedy as provided in Section 9.2.2(b) below. Buyer shall only be entitled to bring a specific performance action against Seller if Seller breaches its obligation to convey the Property to Buyer in the manner required by this Agreement. (b) Terminate this Agreement by written notice delivered to Seller on or before the Closing Date, and Buyer shall be entitled to the return of its Deposit, and Buyer may bring an action against Selller to recover Buyer’s actual, out of pocket costs incurred with this Agreement and the transactions contemplated hereby in an amount not to exceed fifty thousand dollars ($50,000). In no event shall Buyer be entitled to seek to recover from Seller any monetary damages based on any breach or default by Seller at or before Closing except as expressly provided in this Section 9.2.2(b).

Remedies Before Closing. If Sellers are unable before Closing to obtain the required Consents (other than Consents ordinarily obtained after closing and Consents on hydrocarbon sales, purchase, gathering, transportation, treating, marketing, exchange, processing and fractionating agreements) and waivers of all Preferential Rights, then: (i) Sellers and Buyer by agreement may proceed with Closing as to the Interests affected by the unwaived Preferential Rights or unobtained Consents, subject to the further obligations of Seller and Buyer set forth in Section 5.5.3 in the event that such Preferential Rights are validly exercised or such Consents are ultimately denied after Closing; (ii) Either Sellers or Buyer may exclude the affected portion of the Interests from the transaction under this Agreement, adjust the Sale Price by the Allocated Value of the excluded Interests, and proceed with Closing as to the rest of the Interests; provided, however, that if the required Consent or waiver of Preferential Rights is obtained within ninety (90) days after Closing, Buyer shall acquire the excluded Interests for the Allocated Value thereof (subject to adjustments herein provided) within ten (10) days of written notice by Sellers to Buyer that such required Consent or waiver of Preferential Rights has been obtained; (iii) If neither of the remedies set forth in subparts (i) and (ii) of this Section 5.5.2 is exercised, Sellers or Buyer may exercise the termination rights set forth in Article 6.

Remedies Before Closing. If SELLER is unable before Closing to obtain the required Consents (other than Consents ordinarily obtained after closing and Consents on hydrocarbon sales, purchase, gathering, transportation, treating, marketing, exchange, processing and fractionating agreements, if necessary) and waivers of all Preferential Rights, then as the sole pre-Closing remedy for same: (i) SELLER and BUYER by agreement may proceed with Closing as to the Property affected by the unwaived Preferential Rights or unobtained Consents, subject to the further obligations of SELLER and BUYER set forth in Section 5.5.3 in the event that such Preferential Rights are validly exercised or such Consents are ultimately denied after Closing; or (ii) SELLER and BUYER will exclude the affected portion of the Property from the transaction under this Agreement, adjust the Purchase Price by the Allocated Value of the excluded Property, and proceed with Closing as to the rest of the Property.

Remedies Before Closing. If Seller shall be deemed in default under Section 11.2(a) at or before Closing, and Buyer does not waive such default, Buyer may pursue one of the following remedies, which shall be Buyer’s sole and exclusive remedies: (i) Enforce specific performance of this Agreement against Seller, in which case, Buyer shall have no claim for damages or any other remedy against Seller in a court having jurisdiction in Santa ▇▇▇▇▇ County; provided, however, if Buyer fails to file suit for specific performance against Seller on or before the date sixty (60) days following the Closing Date, then Buyer shall be deemed to elected to terminate this Agreement and to receive back the return of its Deposit and Seller shall be obligated to reimburse Buyer for the out-of-pocket third party expenses, not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00), incurred by Buyer in connection with this Agreement and/or the Property as provided in Section 11.2(b)(ii) below. (ii) Terminate this Agreement by written notice delivered to Seller, and in the event of such termination, Buyer shall be entitled to the return of its Deposit and Seller shall reimburse Buyer, within ten (10) days following receipt of a written invoice and reasonable supporting documents, for the out-of-pocket third party expenses, not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00), incurred by Buyer in connection with this Agreement and/or the Property.

Remedies Before Closing. If SELLER is unable before Closing to obtain the required Consents (other than Consents ordinarily obtained after closing and Consents on surface use, hydrocarbon sales, purchase, gathering, transportation, treating, marketing, exchange, processing and fractionating agreements) and waivers of all Preferential Rights, then as the sole pre-Closing remedy for same: (a) SELLER and PURCHASER by agreement may proceed with Closing as to the Property affected by the unwaived Preferential Rights or unobtained Consents, subject to the further obligations of SELLER and PURCHASER set forth in Section 5.5.3 in the event that such Preferential Rights are validly exercised or such Consents are ultimately denied after Closing; or (b) Either SELLER or PURCHASER will exclude the affected portion of the Property from the transaction under this Agreement, adjust the Purchase Price by the Allocated Value of the excluded Property, and proceed with Closing as to the rest of the Property. If the unwaived Preferential Rights or unobtained Consents affect all or a portion of a unitized, communitized or pooled Property, for purposes of this clause, the affected portion of the Property shall be deemed to be the entire unitized, communitized or pooled Property.

Remedies Before Closing. If Sellers are unable before Closing to obtain the required Consents (other than Consents ordinarily obtained after closing and Consents on hydrocarbon sales, purchase, gathering, transportation, treating, marketing, exchange, processing and fractionating agreements) and waivers of all Preferential Rights, then Sellers and Buyer shall proceed with Closing as to the Interests affected by the unwaived Preferential Rights or unobtained Consents, subject to the further obligations of Sellers and Buyer set forth in Section 5.2.3 in the event that such Preferential Rights are validly exercised or such Consents are ultimately denied after Closing.

Remedies Before Closing. Notwithstanding any termination right granted in Section 8.1, in the event of the nonfulfillment of any condition to a Party’s Closing obligations, in the alternative, such Party may elect to pursue either of the following: (a) proceed to close, notwithstanding the nonfulfillment of a Closing condition, it being understood that consummation of the Closing shall be deemed a waiver of the breach of the representation, warranty, covenant or agreement contained in this Agreement that caused the nonfulfillment of such condition and of such party’s rights and remedies with respect thereto to the extent that such Party shall have actual knowledge of such breach and the Closing shall nonetheless occur; or (i) In the case of Buyer, decline to close, terminate this Agreement as provided in Section 8.1, Buyer shall have all remedies available to it at Law or in equity. (ii) In the case of Seller, decline to close, terminate this Agreement as provided in Section 8.1, and thereafter seek the following remedies, as applicable: (A) In the event that this Agreement is terminated before the Closing pursuant to Section 8.1(c) or Section 8.1(d), then Buyer shall pay to Seller the Deposit Escrowed Funds by causing the Escrow Agent to release the Deposit Escrowed Funds to Seller (the “Seller Termination Fee”) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Buyer no later than five Business Days after the date of such termination. For the avoidance of doubt, in no event shall Buyer be obligated to pay, or cause to be paid, the Seller Termination Fee on more than one occasion. Seller’s right to receive the Seller Termination Fee shall be the sole and exclusive remedy of Seller and its Affiliates against Buyer and its current, former or future Affiliates and representatives for any Damages suffered in connection with this Agreement or the transactions contemplated hereby if this Agreement is terminated before the Closing pursuant to Section 8.1(c) or Section 8.1(d), and payment of the Seller Termination Fee shall be an absolute defense against any claim brought by Seller and its Affiliates. Notwithstanding anything in this Section 8.3(b)(ii)(A) to the contrary, Buyer shall not be required to pay to Seller the Seller Termination Fee unless Seller is in compliance in all material respects with its obligations under this Agreement, including its obligation under ARTICLE VI, and have satisfied all conditions precedent to th...

Remedies Before Closing. If ASSIGNOR is unable before Closing to obtain the required Consents (other than Consents ordinarily obtained after closing and Consents on hydrocarbon sales, purchase, gathering, transportation, treating, marketing, exchange, processing and fractionating agreements) and waivers of all Preferential Rights, then: (i) ASSIGNOR and ASSIGNEE by agreement may proceed with Closing as to the Property affected by the unwaived Preferential Rights or unobtained Consents, subject to the further obligations of ASSIGNOR and ASSIGNEE set forth in Section 5.5.3 in the event that such Preferential Rights are validly exercised or such Consents are ultimately denied after Closing; (ii) Either ASSIGNOR or ASSIGNEE may exclude the affected portion of the Property from the transaction under this Agreement, adjust the Purchase Price by the Allocated Value of the excluded Property, and proceed with Closing as to the rest of the Property; or (iii) In addition to the remedies set forth in subparts (i) and (ii) of this Section 5.5.2, ASSIGNOR or ASSIGNEE may exercise the termination rights set forth in Section 5.8.

Remedies Before Closing