Common use of Remedies for Defaults Clause in Contracts

Remedies for Defaults. (a) If Purchaser defaults hereunder prior to Closing in any material respect and such default remains uncured ten (10) days after notice thereof from Seller to Purchaser in which the nature of the default is described with particularity, (and no such notice shall be required and no cure period given in respect to a default on the Closing Date) Seller shall have the right to terminate Seller’s obligations hereunder and Purchaser’s rights under this Agreement, and whatever interest in the Property is derived hereunder, by giving notice of such election to Purchaser, in which event Seller shall (i) be paid, and have the right to retain, the ▇▇▇▇▇▇▇ Money, if such default is in the performance of any obligation of Purchaser hereunder other than the Indemnity Obligation, which payment to Seller of the ▇▇▇▇▇▇▇ Money in respect of such default shall be Seller’s sole and exclusive remedy therefor (Seller and Purchaser each agreeing that the amount of said ▇▇▇▇▇▇▇ Money to be so paid to Seller under such circumstances is the mutually agreed upon amount of compensation to Seller for making the Property available to Purchaser on the terms and during the pendency of this Agreement, and that the payment thereof will not result in a penalty or forfeiture, and shall be in lieu of any other remedy or damages), and (ii) be paid by Purchaser Seller’s damages resulting from any default by Purchaser in performing the Indemnity Obligation. (b) If Seller defaults hereunder prior to Closing in any material respect and such default remains uncured ten (10) days after notice thereof from Purchaser to Seller in which the nature of the default is described with particularity, (and no such notice shall be required and no cure period given in respect to a default on the Closing Date) Purchaser may elect, as Purchaser’s sole and exclusive remedy, either to: (i) terminate Purchaser’s obligations hereunder by giving notice of such election to Seller, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and Seller shall, subject to the conditional limitation hereinafter specified, reimburse Purchaser for Purchaser’s actual documented out-of-pocket expenses incurred by it in connection with entering into this Agreement, making and causing to be made evaluations and investigations of the Property, and arranging financing to consummate the purchase of the Property (including, but not limited to, non-refundable loan commitment fees and other borrowing costs). or (ii) compel Seller to perform its obligations hereunder in accordance with the terns hereof through an action for specific performance. In the event Purchaser elects to terminate its obligations hereunder, as aforesaid, Seller’s obligations to reimburse Purchaser for its out-of-pocket expenses shall not exceed in the aggregate $100,000 unless Seller has acted fraudulently, in which case there shall be no such limitation, and Purchaser shall be entitled to such other damages as the law allows. For purposes of this Agreement, a default by either party hereunder shall be deemed material unless damages for such default are an adequate remedy at law and the amount thereof does not exceed $10,000.00, and in the event of a non-material default by either party, the other party’s sole and exclusive remedy therefor shall be money damages.

Remedies for Defaults. (a) If Purchaser defaults hereunder prior to Closing in any material respect prior to the Closing, and such default remains uncured ten five (105) days after notice Notice thereof from Seller to Purchaser in which the nature of the default is described with particularityPurchaser, (and no such notice shall be required and no cure period given in respect to a default on the Closing Date) Seller shall have the right to terminate Seller’s obligations hereunder and hereunder, Purchaser’s rights under this Agreement, and whatever interest in the Property is derived hereunder, by giving notice Notice of such election to Purchaser, in which event Seller shall (i) be paid, and have the right to retain, the ▇▇▇▇▇▇▇ Money, if such default is in the performance of any obligation of Purchaser hereunder other than the Indemnity Obligation, which payment to Seller of the ▇▇▇▇▇▇▇ Money in respect of such default shall be Seller’s sole and exclusive remedy therefor therefore (Seller and Purchaser each agreeing that the amount of said ▇▇▇▇▇▇▇ Money to be so paid to Seller under such circumstances is the mutually agreed upon amount of compensation to Seller for making the Property available to Purchaser on the terms and during the pendency of this Agreement, and that the payment thereof will not result in a penalty or forfeiture, and shall be in lieu of any other remedy or damages), and (ii) be paid by Purchaser Seller’s damages resulting from any default by Purchaser in performing the Indemnity Obligation. (b) . If Seller defaults hereunder prior to Closing in any material respect and such default remains uncured ten five (105) days (or such longer period as is reasonably required so long as Seller is diligently pursuing a cure, but not exceeding fifteen (15) days) after notice Notice thereof from Purchaser to Seller in which the nature of the default is described with particularity, (and no such notice shall be required and no cure period given in respect to a default on the Closing Date) Purchaser may elect, as Purchaser’s sole and exclusive remedy, either to: (i) terminate Purchaser’s obligations hereunder by giving notice Notice of such election to Seller, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and Seller shall, subject to the conditional limitation hereinafter specified, shall reimburse Purchaser for Purchaser’s actual documented out-of-pocket expenses incurred by it Costs in connection with entering into this Agreementan amount not to exceed $1,000,000, making and causing to be made evaluations and investigations of the Property, and arranging financing to consummate the purchase of the Property (including, but not limited to, non-refundable loan commitment fees and other borrowing costs). or (ii) compel Seller to perform its obligations hereunder in accordance with the terns terms hereof through an action for specific performance. In , which action must be initiated, if at all, within thirty (30) days of such default; provided, however, that to the event Purchaser elects extent that specific performance is unavailable or impracticable due to terminate its obligations hereunderthe willful acts of Seller, as aforesaid, Seller’s obligations to reimburse Purchaser for its out-of-pocket expenses shall not exceed in the aggregate $100,000 unless Seller has acted fraudulently, in which case there shall be no such limitation, and then Purchaser shall be entitled to such other damages as the law allows. For purposes of this Agreement, a default by either party hereunder shall be deemed material unless damages for such default are an adequate remedy pursue any and all remedies available at law and or in equity. Notwithstanding anything herein to the amount thereof does not exceed $10,000.00contrary, and in the no event of a non-material default by shall either partySeller or Purchaser be entitled to collect from Seller any punitive, the other party’s sole and exclusive remedy therefor shall be money consequential or speculative damages.

Remedies for Defaults. (a) If Purchaser defaults hereunder prior to Closing in In the event of any material respect and such default remains uncured ten (10) days after notice thereof from Seller to Purchaser in which the nature or breach of the default is described with particularity, (and no such notice shall be required and no cure period given in respect to a default on the Closing Date) Seller shall have the right to terminate Seller’s obligations hereunder and Purchaser’s rights under this Agreement, and whatever interest in the Property is derived hereunder, Lease by giving notice of such election to Purchaser, in which event Seller shall (i) be paid, and have the right to retain, the ▇▇▇▇▇▇▇ Money, if Landlord at its option, may: a. terminate this Lease upon and by giving written notice of termination to Tenant; or b. exercise with or without process of law and without thereby incurring any liability to Tenant and without such remedies constituting an eviction of Tenant or termination of this Lease, at any time after such material default is or breach without notice or demand additional to that provided in Section 22 hereof, and without limiting Landlord in the performance exercise of any obligation other right of Purchaser hereunder other than the Indemnity Obligation, remedy which payment to Seller of the ▇▇▇▇▇▇▇ Money in respect Landlord may have by reason of such default shall be Seller’s sole of breach, any one or more of the remedies hereinafter provided in this Section 23 or as otherwise provided by law: c. Landlord may deny Tenant access to the Premises; d. Landlord may enter the Premises and exclusive remedy therefor (Seller take possession of the Premises and Purchaser each agreeing that the amount all personal property of said ▇▇▇▇▇▇▇ Money to be so paid to Seller under such circumstances is the mutually agreed upon amount of compensation to Seller for making the Property available to Purchaser every kind on the terms Premises; e. Landlord may remove such personal property from the Premises and during deposit such personal property at the pendency reasonable cost and expense of this Agreement, and that the payment thereof will not result Tenant in a penalty or forfeiturestorage warehouse in the county in which the Premises are located; f. Landlord may, if Tenant shall fail to pay all charges and shall be in lieu of any other remedy or damages), and (ii) be paid by Purchaser Seller’s damages resulting from such material default or breach within thirty (30) days of such material default or breach, sell such property found in the Premises. Landlord shall apply the proceeds of such sale against the Rent due hereunder and the expenses which Landlord may have reasonably incurred as a result of such material default or breach by Tenant; g. Landlord may at any default by Purchaser time and from time to time relet the Premises or any part thereof for the account of Tenant for such terms, upon such conditions and for such rental as are commercially reasonable in performing light of the Indemnity Obligation. (b) If Seller defaults hereunder prior to Closing then prevailing circumstances. Landlord shall receive and collect the rent against such expenses as Landlord may have incurred in any material respect recovering possession of the Premises in place the same in good order and condition, and such default remains uncured ten (10) days after notice thereof from Purchaser to Seller in other reasonable expenses, commissions and charges including attorneys' fees, which the nature of the default is described with particularity, (and no such notice shall be required and no cure period given in respect to a default on the Closing Date) Purchaser Landlord may elect, as Purchaser’s sole and exclusive remedy, either to: (i) terminate Purchaser’s obligations hereunder by giving notice of such election to Seller, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and Seller shall, subject to the conditional limitation hereinafter specified, reimburse Purchaser for Purchaser’s actual documented out-of-pocket expenses have paid or incurred by it in connection with entering into this Agreement, making such repossession and causing to be made evaluations and investigations of the Propertyrelating, and arranging financing to consummate then shall apply such rent against the purchase rent due hereunder. All of the Property such remedies (including, but not limited to, non-refundable loan commitment fees and other borrowing costs). whether provided herein or (iiby law) compel Seller to perform its obligations hereunder in accordance with the terns hereof through an action for specific performance. In the event Purchaser elects to terminate its obligations hereunder, as aforesaid, Seller’s obligations to reimburse Purchaser for its out-of-pocket expenses shall not exceed in the aggregate $100,000 unless Seller has acted fraudulently, in which case there shall be no such limitation, cumulative and Purchaser shall be entitled to such other damages as the law allows. For purposes of this Agreement, a default by either party hereunder shall be deemed material unless damages for such default are an adequate remedy at law and the amount thereof does not exceed $10,000.00, and in the event of a non-material default by either party, the other party’s sole and exclusive remedy therefor shall be money damagesexclusive.