Common use of Remedies Before Closing Clause in Contracts

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 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, each of which shall be Buyer’s sole and exclusive remediesremedy: (i) Enforce specific performance of this Agreement against Seller, in which case, case Buyer shall have no claim for damages or any other remedy against Seller in a court having jurisdiction in Santa ▇▇▇▇▇ CountySeller; 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 ninety (6090) days following the date upon which the Closing Datehereunder was to have occurred, then Buyer shall be deemed to have 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. Buyer shall only be entitled to bring a specific performance action against Seller if Seller breaches its obligation to convey the Property to Buyer. (ii) Terminate this Agreement by written notice delivered to SellerSeller on or before the Closing Date, and in the event of such termination, Buyer shall be entitled to the return of its Deposit and Seller any actual damages incurred, provided that such damages 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 in no event exceed Two Hundred Fifty Thousand Dollars ($250,000.00200,000), incurred by Buyer in connection with this Agreement and/or the Property.