Seller defaults closing date8/25/2023 Therefore, Buyer shall have the right specifically to enforce Seller's performance under this Agreement, and Seller agrees (i) to waive the defense in any such suit that Buyer has an adequate remedy at law and (ii) to interpose no opposition, legal or otherwise, as to the propriety of specific performance as a remedy. Seller agrees that the Purchased Assets include - unique property that cannot be readily obtained on the open market and that Buyer will be irreparably injured if this Agreement is not specifically enforced. Buyer’s Remedies. If Seller fails to perform any of Seller’s obligations under this Agreement and such failure continues for five (5) days after Seller’s receipt of written notice from Buyer, then Buyer may, as Buyer’s sole remedies for such failure, pursue any one of the following: (i) waive such failure and proceed to consummate the Transaction ( provided that in no event shall Buyer have the right to waive any of Seller’s conditions precedent hereunder) (ii) obtain specific performance of this Agreement provided, however, that any such action for specific performance must be instituted, if at all, within ninety (90) days after Buyer became aware of such breach or alleged breach by Seller and, if such action is not so instituted within such period of time, then Buyer shall be deemed conclusively to have waived the right to institute such action and to have elected to pursue the other remedies provided hereinabove (iii) if and only if, specific performance is not available to Buyer as a result of a breach by Seller hereunder, recover damages in the amount of its out of pocket costs reasonably and actually incurred in connection herewith due to such failure of Seller to perform hereunder provided that in any such instance the amount of recovery shall be and is hereby expressly limited to $250,000.00 (“ Damage Cap”) or (iv) cancel this Agreement and receive a return of the Xxxxxxx Money Deposit.īuyer’s Remedies.
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