Buyer Default. If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller (provided no notice shall extend the time for Closing), then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Xxxxxxx Money Deposit, including any interest thereon, shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and both Buyer and Seller shall thereupon be released from all obligations hereunder.
Buyer Default. If the sale contemplated hereby is not consummated because of a default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then: (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller ; (c) Buyer will reimburse Seller for Seller’s actual out-of-pocket expenses incurred to perform its obligations under this Agreement (including, but not limited to, recovery of all costs and expenses and reasonable attorney’s fees incurred by Seller after the Effective Date); and (d) Seller and Buyer shall have no further obligations to each other except those which survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the deposit plus interest represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit together with any interest and earnings earned thereon shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement.
Buyer Default. (a) This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if:
(i) (A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; provided that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i) if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or
(ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority.
(b) In the event this Agreement is terminated pursuant to Section 13.1(a),
(i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and
Buyer Default. IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT OR THE OTHER PROPERTY PURCHASE AGREEMENT ON THE PART OF BUYER FOLLOWING NOTICE TO BUYER AND FIVE (5) DAYS THEREAFTER DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, SELLER MAY DECLARE THIS AGREEMENT AND THE OTHER PROPERTY PURCHASE AGREEMENT TERMINATED, IN WHICH CASE THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PARTY OF BUYER AND EACH PARTY SHALL THEREUPON BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES, EXCEPT ANY WHICH SURVIVE TERMINATION. SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1680, 3384, 3387 OR 3389, OR OTHERWISE).
Buyer Default. The occurrence at any time of the following events with respect to Buyer shall constitute a “Buyer Default”:
Buyer Default. If Buyer defaults, Seller may elect one of the following remedies: (a) cancel the REPC and retain the Xxxxxxx Money Deposit, or Deposits, if applicable, as liquidated damages; (b) maintain the Xxxxxxx Money Deposit, or Deposits, if applicable, in trust and xxx Buyer to specifically enforce the REPC; or (c) return the Xxxxxxx Money Deposit, or Deposits, if applicable, to Buyer and pursue any other remedies available at law.
Buyer Default. If the sale contemplated hereby is not consummated because of a material default by Buyer in its obligation to purchase the Property in accordance with the terms of this Agreement, after Seller has performed or tendered performance of all of its material obligations in accordance with this Agreement, then, upon written notice from Seller to Buyer, (a) this Agreement shall terminate; (b) the Deposit shall be paid to and retained by Seller as liquidated damages; and (c) Seller and Buyer shall have no further obligations to each other, except those which expressly survive the termination of this Agreement. Buyer and Seller acknowledge that the damages to Seller in the event of such a breach of this Agreement by Buyer would be difficult or impossible to determine, that the amount of the Deposit represents the parties’ best and most accurate estimate of the damages that would be suffered by Seller if the transaction should fail to close and that such estimate is reasonable under the circumstances existing as of the date of this Agreement and under the circumstances that Seller and Buyer reasonably anticipate would exist at the time of such breach. Buyer and Seller agree that Seller’s right to retain the Deposit shall be Seller’s sole remedy, at law and in equity, for Buyer’s failure to purchase the Property in accordance with the terms of this Agreement. Seller hereby waives any right to an action for specific performance of any provisions of this Agreement.
Buyer Default. If Buyer fails, neglects or refuses to perform Buyer’s obligations under this Contract, including payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the Deposit for the account of Seller as agreed upon liquidated damages, consideration for execution of this Contract, and in full settlement of any claims, whereupon Buyer and Seller shall be relieved from all further obligations under this Contract, or Seller, at Seller’s option, may, pursuant to Paragraph 16, proceed in equity to enforce Seller’s rights under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon default by Buyer, shall be split equally between Listing Broker and Cooperating Broker; provided however, Cooperating Broker’s share shall not be greater than the commission amount Listing Broker had agreed to pay to Cooperating Broker.
Buyer Default. If Buyer fails to perform this Contract within the time specified, including timely payment of all deposits, Seller may choose to retain and collect all deposits paid and agreed to be paid as liquidated damages or to seek specific performance as per Paragraph 16; and Broker will, upon demand, receive 50% of all deposits paid and agreed to be paid (to be split equally among cooperating brokers) up to the full amount of the brokerage fee.
Buyer Default. If Xxxxx fails, neglects or refuses to perform Xxxxx’s obligations under this Contract, 356 including payment of the Deposit, within the time(s) specified, Seller may elect to recover and retain the 357 Deposit for the account of Xxxxxx as agreed upon liquidated damages, consideration for execution of this 358 Contract, and in full settlement of any claims, whereupon Buyer and Seller shall be relieved from all further 359 obligations under this Contract, or Seller, at Seller’s option, may, pursuant to Paragraph 16, proceed in equity 360 to enforce Seller’s rights under this Contract. The portion of the Deposit, if any, paid to Listing Broker upon 361 default by Xxxxx, shall be split equally between Listing Broker and Cooperating Broker; provided however, 362 Cooperating Broker’s share shall not be greater than the commission amount Listing Xxxxxx had agreed to pay 363 to Cooperating Broker.
