definiens: shall mean the occurrenceof the following on the Closing Date : Buyer shall be ready, willing, and able to complete thesubject transaction in accordance with this Agreement ( including having proof of the satisfactionof all of the conditions precedent in Section 4.2.2 above, and evidence of available funds ) ; andSeller, notwithstanding the foregoing, shall have defaulted in its obligation to complete thesubject transaction in accordance with this Agreement or is otherwise in material default underthis Agreement . Except upon the occurrence of the Permitted Bvent, Buyer agrees that Buyershall not ( and hereby waives any right to ) ever file or assert any lis pendens against the RealProperty, nor shall Buyer commence or maintain any action against Seller for specificperformance under this Agreement nor for a declaratory judgment as to Buyer 's rights under thisAgreement . If the sale of the Property is not consummated because of a default under thisAgreement on the part of Seller and Buyer is ready, willing, and able to consummate its purchaseof the Property as provided herein, Buyer, as its sole and exclusive remedy, may either ( i)terminate this Agreement in its entirety by delivery of notice of termination to Seller, whereuponif Seller 's default was willful, Buyer shall be entitled to be reimbursed by Seller for actual third - party costs ( as evidenced by paid invoices therefor ) incurred by Buyer in connection with thisAgreement and Buyer 's due diligence activities hereunder, up to a maximum reimbursement ofOne Hundred Thousand Dollars ( $ 100,000 ), or ( ii ) enforce Seller 's obligations under thisAgreement by means of an action for specific performance and continue this Agreement pendingBuyer 's action for specific performance hereunder provided appropriate proceedings arepromptly commenced by Buyer and prosecuted with diligence and continuity . In the event ofany termination by Buyer pursuant to this Section, this Agreement shall be and become null antivoid, neither party shall have any further rights or obligations hereunder ( other than obligationswhich by the express terms of this Agreement are to survive termination hereo fl, and allexecuted counterparts of this Agreement shall be returned to Seller