Termination Default Remedies Clause Samples

Termination Default Remedies. (a) If Purchaser terminates this Agreement by written notice to Seller at any time following the expiration of the Inspection Period and prior to the Closing for any reason other than as a result of a default by Seller, then Seller shall be entitled to the Deposit then held by Escrow Agent as its exclusive right and remedy, and, except as otherwise set forth herein, neither party shall have any further liability to the other. Purchaser and Seller acknowledge that it would be extremely impracticable and difficult to ascertain the actual damages that would be suffered by Seller if Purchaser fails to consummate the purchase and sale of the Project. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expenses of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, together with the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain, but that Seller cannot at this time calculate with absolute certainty. Therefore, the parties acknowledge that the amount of the Deposit has been agreed upon as the parties’ best, and they believe reasonable, estimate of Seller’s damages and as Seller’s sole and exclusive remedy against Purchaser, at law or in equity, in the event of a default under this Agreement on the part of Purchaser. The parties further acknowledge that the foregoing liquidated damages are intended not as a penalty, but as full liquidated damages, in the event of Purchaser’s default. (b) In the event of a default by Seller (after ten (10) days written notice to Seller identifying the default and Seller having failed to cure the same within said ten (10) day period) under this Agreement, Purchaser shall be entitled to exercise either of the following exclusive remedies: (i) terminate this Agreement and receive a full refund of the Deposit; or (ii) bring an action in equity for specific performance of this Agreement. (c) In the event this Agreement is terminated by a party pursuant to a right contained herein to so terminate, neither party shall have any further liability or obligation to the other pursuant to this Agreement except for any liability or obligation which by the terms of this Agreement survives such termination.

Termination Default Remedies. 6.1 This Agreement may be terminated by the non-defaulting party upon the occurrence of any of the following events of default: a. either party fails to pay the other when due any amount due under this Agreement, and such failure continues for a period of fifteen (15) business days after notice has been sent to the non-paying party; b. any party (i) files for bankruptcy, receivership, insolvency, reorganization, dissolution, liquidation or any similar proceedings, as applicable, or (ii) has a proceeding instituted against it and such proceeding is not dismissed within sixty (60) days; and c. a party fails to observe any material obligation specified in this Agreement and such failure is not cured within thirty (30) days of a notice specifying the breach. 6.2 This Agreement may be terminated by either party upon thirty (30) days written notice by the terminating party to the other party. 6.3 Upon termination of this Agreement, all data contained within FBC's ISN shall remain the property of FBC and the C-ME Software shall remain the property of C-ME.

Termination Default Remedies. In the event of termination due to the default of one of the parties, the aggrieved party shall also have the right, in addition to the right of termination, to assert and maintain any and all claims and/or actions for damages or other appropriate remedies. The aggrieved party shall also have the election not to terminate this Agreement and to maintain an action for damages or other appropriate remedies for default. Either party may, at any time, maintain an action either to construe or enforce this Agreement.

Termination Default Remedies. 9.01 Termination..........................................................10 9.02

Termination Default Remedies. In the event Landlord terminates the occupancy rights of Sublessor under the Lease, the right of Sublessee to occupy the Subleased Premises shall also cease and terminate, and this Sublease shall be null and void. In addition, in the event Sublessee shall fail to pay any installment of Base Rent or other sums of money payable to Sublessor within five (5) days after the same is due and payable under this Sublease, or in the event Sublessee shall breach or fail to comply with any other covenants or provisions of this Sublease or the Lease on its part to be performed, and such failure continues for a period of twenty (20) days after Sublessor's written notice thereof to Sublessee, Sublessor shall have the right to terminate this Sublease and to bring an action against Sublessee for damages occasioned by such breach or default, including, but not limited to, reasonable attorney's fees

Termination Default Remedies. (a) In the event Seller has defaulted in the due and timely performance of its obligations under this Agreement, or in the event of a breach of Seller's representations and warranties in this Agreement (collectively "Seller's Default"), then (i) Purchaser may enforce specific performance of this Agreement, or may bring suit for damages against Seller, and may exercise any other right or remedy Purchaser may have at law or in equity by reason of such Seller's Default, and (ii) Escrow Agent shall return to Purchaser the Deposit, any additional deposits and any Extension Deposits held by Escrow Agent and Seller shall return to Purchaser every deposit of any kind (including, without limitation, the Deposit and any Extension Deposits) that was released to Seller. (b) In the event that this transaction fails to close by reason of a termination by Purchaser pursuant to Section 6 or 8 of this Agreement or any right of termination which Purchaser may have, or because any of the conditions to Purchaser's obligations. including those stated in Subsections 9(a)(1), (2) or (4) have not been

Termination Default Remedies. In the event Landlord terminates the occupancy rights of TheraTx under the Lease, or TheraTx terminates the occupancy rights of Charter under the Sublease, the right of Witness to occupy the Second Subleased Premises shall also cease and terminate, and this Second Sublease shall be null and void. In addition, in the event Witness shall fail to pay any installment of Base Rent or other sums of money payable to Charter within five (5) days after the same is due and payable under this Second Sublease, or in the event Witness shall breach or fail to comply with any other covenants or provisions of this Second Sublease, the Sublease, or the Lease on its part to be performed and such failure continues for a period of twenty (20 days after Charter's written notice thereof to Witness, Charter shall have the right to terminate this Second Sublease and to bring an action against Witness for damages occasioned by such breach or default, including, but not limited to, reasonable attorney's fees. If Charter fails to perform any of its obligations under the Sublease or hereunder for a period of ten (10) days after the receipt of written notice from Witness or TheraTx, as the case may be, in the event of a payment default or for a period of thirty (30) days after receipt of written notice from Witness or TheraTx, as the case may be, to Charter specifying a non-monetary default and demanding Charter's cure thereof, Witness may, at is option, pay or perform such obligations and Witness' reasonable cost of performance shall be paid to Witness by Charter upon demand. In the event Charter does not reimburse Witness for the reasonable cost of Witness' performance on behalf of Charter, Witness may offset against charges thereafter coming due under this Second Sublease, the amounts due Witness from Charter as a result of Witness' substitute performance.

Termination Default Remedies. A. If either party breaches its obligations under this Agreement, the other party will notify the breaching party in writing of the specific breach(es). The breaching party will have thirty

Termination Default Remedies i. If the Seller fails to consummate the Closing of this Agreement when required to do so in accordance with the terms of this Agreement, which default by the Seller shall remain uncured for a period of fifteen (15) Business Days after written notice by the Purchaser to the Seller, the Purchaser shall be entitled, as its sole remedy, to enforce specific performance of this Agreement. ii. If Purchaser fails to consummate the Closing of this Agreement when required to do so in accordance with the terms of this Agreement, which default shall remain uncured for a period of fifteen (15) Business Days after written notice by the Seller to the Purchaser, the Seller shall be entitled, as its sole remedy, to enforce specific performance of this Agreement. iii. The provisions of paragraph 7(i) and (ii) shall govern and control with respect to a default by a party to this Agreement in failing to Close but shall not be deemed a limitation of the rights of Seller or Purchaser subsequent to the Closing Date based on a default by the other party which rights and remedies shall be without limitation.