Common use of Buyer’s Failure to Close Clause in Contracts

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. SUBJECT TO THE NOTICE AND CURE PROVISIONS IN SECTION 16.1. aboveABOVE, if Bxxxx defaults in the performance of its obligations to close hereunder on the terms and conditions contained herein at or before Closing IF BUYER DEFAULTS IN THE PERFORMANCE OF ITS OBLIGATIONS TO CLOSE HEREUNDER ON THE TERMS AND CONDITIONS CONTAINED HEREIN AT OR BEFORE CLOSING (eachEACH, a A “Buyer Closing DefaultBUYER 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. SUBJECT TO THE NOTICE AND CURE PROVISIONS IN SECTION 16.1. aboveIn the event that Buyer is obligated to pay the Purchase Price and fails to do so, 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 rightthen Seller, as its Seller's sole and exclusive remedy, shall be entitled to terminate this Agreement and immediately receive retain the Exxxxxx Xxxxxxx Money previously deposited by Buyer (and all interest earned thereon) as liquidated damages and in lieu of all other remedies for said default by Buyerdamages. BUYER AND SELLER EACH HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL DAMAGES THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF A BUYER CLOSING DEFAULTTHE PROPERTY IS AN AMOUNT EQUAL TO ALL OF THE XXXXXXX MONEY. SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BUYER’S DEFAULT OR FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY. IF THE XXXXXXX MONEY IS DEEMED NON-REFUNDABLE, THE ENTIRE AMOUNT OF THE XXXXXXX MONEY PLUS ACCRUED INTEREST, SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S 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 BREACH OF THIS AGREEMENT BY BUYER SHALL SERVE AS LIQUIDATED DAMAGES FOR SUCH DEFAULT BY BUYERWOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, AS A REASONABLE THAT THE AMOUNT OF THE XXXXXXX MONEY PLUS ACCRUED INTEREST IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO SELLERCLOSE, INCLUDING COSTS AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE DATE OF NEGOTIATING AND DRAFTING THIS AGREEMENT, COSTS OF COOPERATING IN SATISFYING CONDITIONS . BUYER AND SELLER AGREE THAT SELLER’S RIGHT TO CLOSING, COSTS OF SEEKING ANOTHER BUYER, OPPORTUNITY COSTS IN KEEPING RETAIN THE PROPERTY OUT OF THE MARKETPLACE, AND OTHER COSTS INCURRED IN CONNECTION HEREWITH. DELIVERY TO AND RETENTION BY SELLER OF THE EXXXXXX XXXXXXX MONEY PREVIOUSLY DEPOSITED BY BUYER PLUS ACCRUED INTEREST SHALL BE SELLER’S THE SOLE AND EXCLUSIVE REMEDY AGAINST BUYER OF SELLER AT LAW IN THE EVENT OF SUCH A MATERIAL DEFAULT BREACH OF THIS AGREEMENT BY BUYER, AND SELLER WAIVES ANY AND ALL RIGHT AFTER PAYMENT THEREOF TO SEEK OTHER RIGHTS OR REMEDIES AGAINST BUYERSELLER, INCLUDING WITHOUT LIMITATION, SPECIFIC PERFORMANCE. UPON TERMINATION OF THIS AGREEMENT PURSUANT TO THIS PARAGRAPH, AND RELEASE OF THE SUMS HEREUNDER, THE PARTIES NEITHER PARTY SHALL HAVE NO ANY FURTHER OBLIGATION TO OR RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR THOSE THAT EXPRESSLY SURVIVE TERMINATION.AGAINST THE OTHER. ACCEPTED AND AGREED TO: Seller Buyer