Buyer’s Breach. If Buyer defaults in the performance of any term or obligation herein and Closing does not timely occur as a result, Seller will give written notice to Buyer that the Xxxxxxx Money Deposit will be immediately forfeited to Seller and King (but not King’s Broker) as reasonable liquidated damages and not as a penalty against Buyer. Seller and King (but not King’s Broker) will split the Xxxxxxx Money Deposit between them per the terms of a separate written agreement. Buyer forever waives and releases any right to sue Seller, Auctioneer, or Escrow Agent to recover the Xxxxxxx Money Deposit, or any part thereof, on the grounds that it is unreasonable in amount, or that its retention by Seller and Auctioneer is wrongful or a penalty not agreed upon by the parties as reasonable liquidated damages. If Buyer defaults in the performance of any term or other obligation herein and Closing does not timely occur as a result, Seller will have all rights allowed by law and in equity and pursuant to this Sale Contract, including the right to pursue a claim against Buyer for additional damages, specific performance of this Sale Contract, or cancellation of the sale, and including Buyer’s payment of Seller’s reasonable attorneys’ fees and costs. In no event will Auctioneer have any liability whatsoever on any basis and for any amount as a result of Xxxxx’s breach of this Sale Contract or other wrongful act or omission.
Buyer’s Breach. If Buyer breaches this Agreement, as its sole remedy Seller shall be entitled to retain the Xxxxxxx Money Deposit in accordance with subsection 5(b) as Seller’s agreed and total liquidated damages. Seller hereby waives any right to seek any equitable or legal remedies against Buyer.
Buyer’s Breach. In the event Buyer does not close the transaction herein described for any reason or no reason as and when required herein (other than as a result of a material breach of this Agreement by Seller), then, in such event, Seller shall retain the Deposit as liquidated damages (“Liquidated Damages”). The parties hereto acknowledge Seller’s expenses and costs, in the event of a default by Xxxxx, would be impossible or very difficult to accurately estimate at the time of this Agreement and as a result, the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from breach of this Agreement by Buyer. As such, the Liquidated Damages constitute compensation, and not a penalty. In light of the foregoing, Buyer and Seller acknowledge and agree that the Liquidated Damages are fair, reasonable and necessary to provide Seller with a remedy upon Buyer’s breach of this Agreement.
Buyer’s Breach. If Buyer defaults under this Agreement prior to Closing, Seller’s sole and exclusive remedy at law or in equity shall be to terminate this Agreement and to retain the Deposit in accordance with Sections 2.4 and 9.
Buyer’s Breach. If Buyer defaults in the performance of any term or obligation herein and Closing does not timely occur as a result, Seller will give written notice to Buyer that the Xxxxxxx Money Deposit will be immediately forfeited to Seller and King (but not King’s Broker) as reasonable liquidated damages and not as a penalty against Buyer. Seller and King (but not King’s Broker) will split the Xxxxxxx Money Deposit between them per the terms of a separate written agreement. Buyer forever waives and releases any right to sue Seller, Auctioneer, or Escrow Agent to recover the Xxxxxxx Money Deposit, or any part thereof, on the grounds that it is unreasonable in amount, or that its retention by Seller and Auctioneer is wrongful or a penalty not agreed upon by the parties as reasonable liquidated damages. If Buyer defaults in the performance of any term or other obligation herein and Closing does not timely occur as a result, Seller will have all rights allowed by law and in equity and pursuant to this Sale Contract, including the right to pursue a claim against Buyer for additional damages, specific performance of this Sale Contract, or cancellation of the sale, and including Buyer’s payment
Buyer’s Breach. If Closing does not occur because Buyer wrongfully fails to tender performance at Closing or otherwise breaches this Agreement prior to Closing, and Seller is ready to close, the Escrow Agent shall disburse the Deposit to Seller, together with interest thereon, as liquidated damages. Buyer's failure to close shall not be considered wrongful if Buyer has terminated this Agreement as of right under Section 11.1. The remedy set forth herein shall be Seller's sole and exclusive remedy for Buyer's wrongful failure to close hereunder and Seller expressly waives any and all other remedies, legal and equitable, that it otherwise may have had for Buyer's wrongful failure to close.
Buyer’s Breach. If Buyer breaches this Agreement and provided Buyer has not cured such breach within fifteen (15) days of receipt of written notice from Seller of the nature of said breach, Seller, as its sole remedy, shall be entitled to retain the Xxxxxxx Money Deposit in accordance with subsection 5(b) as Seller’s agreed and total liquidated damages, and Buyer shall pay for all title and escrow charges incurred. Seller hereby waives any right to seek any equitable or legal remedies against Buyer.
Buyer’s Breach. If Closing does not occur because Buyer wrongfully fails to tender performance at Closing or otherwise breaches this Agreement prior to Closing, and Seller is ready to close, Seller shall retain the Deposit and receive from Buyer an additional cash payment in the amount of $100,000.00 as liquidated damages. Buyer’s failure to close shall not be considered wrongful if (i) Buyer’s conditions under Section 10.2 are not satisfied through no fault of Buyer, or (ii) Buyer has terminated this Agreement as of right under Section 11.1. The remedy set forth herein shall be Seller’s sole and exclusive remedy for Buyer’s wrongful failure to close hereunder and Seller expressly waives any and all other remedies, legal and equitable, that it otherwise may have had for Buyer’s wrongful failure to Close.
Buyer’s Breach. If Closing does not occur because Buyer wrongfully fails to tender performance at Closing or otherwise knowingly and willfully breaches this Agreement and each Seller is ready to close, then Sellers shall have the right to terminate this Agreement in accordance with Section 11.1(d) and receive the Deposit as liquidated damages, free of any claims by Buyer or any other Person with respect thereto. The right to receive the Deposit shall be Sellers’ sole and exclusive remedy and in full and complete satisfaction of any losses that may be suffered by Sellers as a result of such termination and Sellers shall be deemed to have waived any and all other rights and remedies available to Sellers in respect of such termination (including liability for breach of this Agreement before such termination). IT IS EXPRESSLY STIPULATED BY THE PARTIES THAT THE ACTUAL AMOUNT OF DAMAGES RESULTING FROM SUCH TERMINATION WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO DETERMINE ACCURATELY BECAUSE OF THE UNIQUE NATURE OF THIS AGREEMENT, THE UNIQUE NATURE OF THE OIL AND GAS INTERESTS, THE UNCERTAINTIES OF APPLICABLE COMMODITY MARKETS AND DIFFERENCES OF OPINION WITH RESPECT TO SUCH MATTERS, AND THAT THE LIQUIDATED DAMAGES PROVIDED FOR HEREIN ARE A REASONABLE ESTIMATE BY THE PARTIES OF SUCH DAMAGES UNDER THE CIRCUMSTANCES AND DO NOT CONSTITUTE A PENALTY. Upon termination of this Agreement under the circumstances described in this Section 11.3(a), the Parties shall provide joint written instructions to the Escrow Agent to distribute the Deposit to Sellers and earnings thereon to Buyer.
Buyer’s Breach. If Buyer fails to perform its obligations hereunder to purchase and assume the Loan Rights and Obligations from Seller on the Closing Date and all of Buyer’s Conditions Precedent have been satisfied or Buyer is otherwise in material default of its obligations, representations or warranties hereunder, Seller’s sole and exclusive remedy at law or in equity shall be to terminate this Agreement (in which event this Agreement shall be of no further force or effect except for any obligations which by their express terms survive the termination of this Agreement) and to retain the Deposit as liquidated damages.
