Buyer’s Failure to Close. SUBJECT TO THE NOTICE AND CURE PROVISIONS IN SECTION 16.1. above, if Bxxxx defaults in the performance of its obligations to close hereunder on the terms and conditions contained herein at or before Closing (each, a “Buyer Closing Default”), Seller shall have the right, as its sole and exclusive remedy, to terminate this Agreement and immediately receive the Exxxxxx Money previously deposited by Buyer as liquidated damages and in lieu of all other remedies for said default by Buyer. BUYER AND SELLER EACH AGREE THAT IN THE EVENT OF A BUYER CLOSING DEFAULT, THE DAMAGES TO SELLER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, AND THAT THEREFORE, IN THE EVENT OF SUCH A BUYER CLOSING DEFAULT, THE EXXXXXX MONEY PREVIOUSLY DEPOSITED BY BUYER SHALL SERVE AS LIQUIDATED DAMAGES FOR SUCH DEFAULT BY BUYER, AS A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER, INCLUDING COSTS OF NEGOTIATING AND DRAFTING THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING, COSTS OF SEEKING ANOTHER BUYER, OPPORTUNITY COSTS IN KEEPING THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. DELIVERY TO AND RETENTION BY SELLER OF THE EXXXXXX MONEY PREVIOUSLY DEPOSITED BY BUYER SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF SUCH A MATERIAL DEFAULT BY BUYER, AND SELLER WAIVES ANY AND ALL RIGHT TO SEEK OTHER RIGHTS OR REMEDIES AGAINST BUYER, INCLUDING WITHOUT LIMITATION, SPECIFIC PERFORMANCE. UPON TERMINATION OF THIS AGREEMENT PURSUANT TO THIS PARAGRAPH, AND RELEASE OF THE SUMS HEREUNDER, THE PARTIES SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR THOSE THAT EXPRESSLY SURVIVE TERMINATION.
Buyer’s Failure to Close. If the date for closing the sales transaction is stated in the Purchase Agreement as "time of the essence" and Buyer fails to close the transaction by the closing date specified, the Purchase Agreement will be, without notice, null and void and of no effect and neither Buyer nor Seller will have any further obligation under the Purchase Agreement or otherwise and the hand money paid on account by Buyer will be retained by Seller as or toward damages. If the date for closing the sales transaction is not "time of the essence" and Xxxxx fails to close the transaction by the closing date specified, Seller will have the right to declare time to be of the essence by giving default notice to Buyer. The default notice will state that Seller is declaring time to be of the essence with respect to closing the sales transaction and will provide a deadline for closing of the sales transaction. The deadline fixed will not be earlier than five (5) days or later than thirty (30) days following the date of the default notice. Burden of closing the sales transaction will thereafter be Xxxxx's responsibility even if it is not so stated in the Purchase Agreement. Thereafter, if Buyer does not close the sales transaction by the deadline given, the Purchase Agreement will be, without further notice, null and void and of no effect and neither Buyer nor Seller will have any further obligation under the Purchase Agreement or otherwise and the hand money paid on account by Buyer will be retained by Seller as or toward damages.
Buyer’s Failure to Close. If for any reason, without fault of Seller, Buyer fails to consummate a purchase on the Loan Sale Closing Date, upon the terms and conditions set forth in this Agreement, Seller’s remedies will include the right to retain the Xxxxxxx Money Deposit and all other funds deposited with Seller, including, without limitation, any funds related to the Confidentiality Agreement or Security Deposit Agreement. Buyer and Seller agree that the failure or refusal of Seller to alter or modify, in any way, the terms or conditions of this Agreement or any other documents contained in the Bid Package will not constitute fault on the part of Seller. Nothing contained in this Agreement is intended to, nor will it be construed to limit, in any way the right of Seller to seek any other right, remedy, relief or damages provided by law or equity. In addition to all legal and equitable remedies, Seller may, in its sole and absolute discretion, also choose to refuse to consider selling the Loans to Buyer and may refuse to allow Buyer to conduct due diligence on or otherwise participate in the sale of any other Loans offered for sale by Seller now or in the future. Buyer will not be liable for any of the foregoing damages if Buyer is forced to withdraw its Bid after award as the result of a supervisory directive given by FDIC or other federal or state financial regulatory agency, provided that Seller is satisfied that such supervisory directive is legally effective. In such event, Seller will refund the Xxxxxxx Money Deposit and any other funds deposited with Seller.
Buyer’s Failure to Close. In the event that Buyer in unable or unwilling to close Escrow in accordance with this Section 2.4, Buyer shall be deemed in default under the terms of this Agreement, and Seller may elect either to:
Buyer’s Failure to Close. In the event BUYER willfully fails or refuses to complete the purchase pursuant to this Agreement with no fault on SELLER'S part, BUYER authorizes and agrees that fifty (50%) percent of all deposits listed in paragraphs 2.1 and/or 2.2 made by BUYER shall be paid to SELLER as liquidated damages, with the remaining fifty (50%) paid to BROKER also as liquidated damages, upon demand.
Buyer’s Failure to Close. If Buyer fails to Close in accordance with this Agreement, then:
Buyer’s Failure to Close. If Buyer breaches this Agreement by failing to purchase the Assets from Seller and Buyer does not cure such breach within five (5) Business Days after it receives written notice of the same from Seller, then Seller may, as its sole and exclusive remedy, terminate this Agreement and receive the Exxxxxx Money as full and agreed upon liquidated damages. Buyer and Seller agree that said liquidated damages are reasonable given the circumstances now existing, including, but not limited to, the range of harm to Seller that is reasonably foreseeable and the anticipation that proof of Seller’s actual damages would be costly, impractical and inconvenient.
Buyer’s Failure to Close. If Buyer should fail to consummate the purchase of the Property for any reason, then anything in this Agreement to the contrary notwithstanding, neither Buyer nor Seller (i) shall disclose the reason or reasons the transaction was not closed to any third party, and (ii) Buyer and Seller shall keep the contents of this Agreement and the results of all studies and inspections obtained by Buyer in connection with the Property strictly confidential except as required to enforce the parties' rights under this Agreement.
Buyer’s Failure to Close. If Buyer exercises the Option to purchase the Property, but thereafter fails to close on the purchase of the Property by the Closing Date, time being of the essence, then the Option shall be null and void and of no further force and effect. In the event of said termination, Seller shall retain all of the Option Consideration.
Buyer’s Failure to Close. By TCM or the ------------------------ Holders, if TCM and the Holders are prepared to close and all conditions to Buyer's obligations to close as set forth in Section 6 hereof have been satisfied and Buyer fails to close on the Closing Date.
