Buyer’s Default. Seller’s remedies shall be limited to liquidated damages in the amount of the Xxxxxxx Money set forth in Section IV. It is agreed that such payments and things of value are liquidated damages and are Seller’s sole and only remedy for Buyer’s failure to perform the obligations of this Agreement. The Parties agree that Seller’s actual damages in the event of Buyer’s default would be difficult to measure, and the amount of the liquidated damages herein provided for is a reasonable estimate of such damages.
Buyer’s Default. Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest. Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to cancel the Agreement, in which case the deposit together with interest earned shall be released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.
Buyer’s Default. If the sale and purchase of the Property contemplated by this Agreement is not consummated on account of Buyer's default hereunder, Seller shall be entitled, as its sole and exclusive remedy hereunder, to receipt of the Escrow Money amount as full and complete liquidated damages for such default of Buyer. The Parties hereby acknowledge that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Buyer’s default of this Agreement or any duty arising in connection or relating herewith. Seller’s entitlement to and receipt of the Escrow Money is intended not as a penalty, but as full and complete liquidated damages. The right to retain such sums as full liquidated damages is Seller’s sole and exclusive remedy in the event of default or failure to perform hereunder by Buyer, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Buyer for any claims, injury, or loss arising from or in connection with this Agreement, including without limitation: (i) for specific performance of this Agreement; or (ii) to recover any damages in excess of such liquidated damages.
Buyer’s Default. Buyer has entered into this Agreement on a no contingent basis and, except for Seller’s performance hereunder, there are no conditions precedent to Buyer’s obligations hereunder. In the event Buyer breaches this Agreement or is otherwise unable to perform its obligations hereunder, Seller may terminate this agreement upon written notice to Buyer. Upon such termination, Buyer shall forfeit to Seller the Xxxxxxx Money and seller shall be entitled to all available remedies, at law or in equity, as a result of buyer’s breach to the extent greater than the xxxxxxx money. Notwithstanding the foregoing, following Closing, Seller shall be entitled to all available remedies at law or in equity as a result of Buyer’s breach of any releases, covenants, representations, warranties or other terms or provisions hereof which by their express terms survive Closing.
Buyer’s Default. SUBJECT TO ARTICLE XVII, IN THE EVENT THAT BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY FOR ANY REASON OTHER THAN (A) A DEFAULT BY SELLER AFTER THE EXPIRATION OF A FIVE (5) DAY CURE PERIOD FOLLOWING WRITTEN NOTICE FROM SELLER (PROVIDED NO NOTICE SHALL EXTEND THE TIME FOR CLOSING) (B) THE EXISTENCE OF A PENDING DEFAULT, (C) THE FAILURE OF ANY CONDITION TO BUYER’S OBLIGATION TO CLOSE THIS TRANSACTION WHICH IS EXPRESSLY SET FORTH HEREIN, OR (D) THE TERMINATION OF THIS AGREEMENT BY BUYER PURSUANT TO A TERMINATION RIGHT EXPRESSLY SET FORTH HEREIN OR OTHERWISE PROVIDED BY LAW, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND IN SUCH EVENT THE DEPOSIT, IF ANY HELD BY TITLE COMPANY (TOGETHER WITH ALL INTEREST ACCRUED THEREON) SHALL BE DELIVERED TO SELLER BY TITLE COMPANY UPON WRITTEN DEMAND AND THE DEPOSIT, IF ANY, RELEASED TO SELLER SHALL BE RETAINED BY SELLER, AND SUCH DEPOSITS (TOGETHER WITH ALL INTEREST ACCRUED THEREON) SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES WITH RESPECT TO SUCH DEFAULT. THEREAFTER, BOTH PARTIES SHALL BE RELIEVED OF AND RELEASED FROM ANY FURTHER LIABILITY HEREUNDER, EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH IN ANY SECTION OF THIS AGREEMENT, WHICH OBLIGATIONS SHALL BE PERFORMABLE AND OWING IN ADDITION TO ANY SUMS RETAINED HEREUNDER BY SELLER AS LIQUIDATED DAMAGES, AND EXCEPT THAT SELLER SHALL ALSO HAVE THE RIGHT TO COLLECT FROM BUYER ALL COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES AND EXPENSES) INCURRED BY SELLER IN THE EVENT BUYER DISPUTES SELLER’S RIGHT TO RECEIVE AND RETAIN THE FULL AMOUNT OF THE DEPOSIT (TOGETHER WITH ALL INTEREST ACCRUED THEREON), WHICH SUMS SHALL BE PAYABLE BY BUYER TO SELLER IN ADDITION TO ANY SUMS RETAINED HEREUNDER BY SELLER AS LIQUIDATED DAMAGES. SELLER AND BUYER AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO FIX ACTUAL DAMAGES TO SELLER AS A RESULT OF A DEFAULT BY BUYER AND THAT THEY HAVE AGREED THE DEPOSIT IS A FAIR AND REASONABLE AMOUNT TO BE RETAINED BY SELLER AS AGREED AND LIQUIDATED DAMAGES IN LIGHT OF SELLER’S REMOVAL OF THE PROPERTY FROM THE MARKET AND THE COSTS INCURRED BY SELLER AND THAT RETENTION OF THE DEPOSIT (TOGETHER WITH ALL INTEREST ACCRUED THEREON) BY SELLER SHALL NOT CONSTITUTE A PENALTY OR FORFEITURE. WITHOUT LIMITING THE FOREGOING, THIS SECTION 14.1 SHALL NOT PROHIBIT SELLER FROM BRINGING AN ACTION AGAINST BUYER FOR BREACH OF ANY OF THE CONFIDENTIALITY OR NONDISCLOSURE PROVISIONS CONTAINED IN THIS AGREEMENT. IN...
Buyer’s Default. The Parties acknowledge that Seller’s actual damages hereunder in the event of a Buyer default would be difficult or impossible to calculate, and, accordingly, Seller’s sole remedy hereunder in the event of a Buyer default shall be limited to liquidated damages in the amount of the Deposit. The Parties agree that the amount of the liquidated damages herein provided is a reasonable estimate of such Seller damages.
Buyer’s Default. In the event Buyer breaches this Agreement or is otherwise unable to perform its obligations hereunder, Seller may terminate this agreement upon written notice to Buyer. Upon such termination, Buyer shall forfeit to Seller the Xxxxxxx Money and Seller shall be entitled to all available remedies, at law or in equity, as a result of Buyer’s breach to the extent greater than the xxxxxxx money. Notwithstanding the foregoing, following Closing, Seller shall be entitled to all available remedies at law or in equity as a result of Buyer’s breach of any releases, covenants, representations, warranties or other terms or provisions hereof which by their express terms survive Closing.
Buyer’s Default. Buyer has entered into this Agreement on a no contingent basis and, except for Seller’s performance hereunder, there are no conditions precedent to Buyer’s obligations hereunder. In the event Buyer breaches this Agreement or is otherwise unable to perform its obligations hereunder, Seller may terminate this agreement upon written notice to Buyer. Upon such termination, Buyer shall forfeit to Seller the Xxxxxxx Money as liquidated damages, which shall be Seller’s sole remedy for any such breach. Buyer and Seller acknowledge that actual damage would be difficult to calculate and that the xxxxxxx money is a reasonable estimate of the likely damages. Notwithstanding the foregoing, following Closing, Seller shall be entitled to all available remedies at law or in equity as a result of Buyer’s breach of any releases, covenants, representations, warranties or other terms or provisions hereof which by their express terms survive Closing.
Buyer’s Default. Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to cancel the Agreement, in which case the Sellers shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.
Buyer’s Default. If Seller and/or its Affiliates have complied with all of the covenants and conditions contained herein and in the Concurrent Contracts and is ready, willing and able to (directly or indirectly) sell and transfer the Interests to Buyer in accordance with this Agreement and Buyer or its Affiliates or New Castle for any reason fails to consummate this Agreement in breach of its or Buyer's Affiliates' or New Castle's obligations to do so hereunder or under the Concurrent Contracts, then the parties hereto agree as follows: SELLER MAY, BY WRITTEN NOTICE TO BUYER AND TITLE COMPANY, AS ITS SOLE REMEDY TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS SELLER'S LIQUIDATED DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY FOR THE BREACH OF THIS AGREEMENT BY BUYER. IT IS EXPRESSLY UNDERSTOOD AND AGREED BETWEEN SELLER AND BUYER THAT SELLER'S ACTUAL DAMAGES FOR ANY SUCH BREACH BY BUYER HEREUNDER WOULD BE SUBSTANTIAL BUT EXTREMELY DIFFICULT TO ASCERTAIN. Thereafter, neither party shall have any further rights or obligations with respect to the other under this Agreement, except for Buyer's or its Affiliates' indemnification obligations under the Covenants Surviving Termination. The parties agree that the Deposit amount bears a reasonable relationship to the potential injury likely to be sustained in the event of such a breach and that such amount is intended by the parties to provide just compensation in the event of such a breach and is not intended to compel performance or to constitute a penalty for nonperformance.
