Common use of Buyer’s Failure Clause in Contracts

Buyer’s Failure. In the event that the Buyer defaults in the closing of a sale of Units as herein provided, then the Seller shall have the option: (A) to elect to purchase the Buyer’s Units on the terms and conditions otherwise set forth herein, by notice to the Buyer of the Seller’s intention so to do, given within fifteen (15) days after such default in which event the Seller shall become the Buyer and the Buyer shall become the Seller, and all the applicable terms, conditions and provisions of this Agreement with respect to such sales shall govern, except that the closing thereof shall take place thirty (30) days after such date of notice from the Seller (now the Buyer) to the Buyer (now the Seller) and except that the purchase price shall be ten percent (10%) less than the price which the Seller (now the Buyer) would have had to pay had such Buyer (now the Seller) originally elected to sell its Units; (B) to terminate the Seller’s obligation to convey its Units to the Buyer by notice to the Buyer, wherein the Seller shall have the right to retain any deposits given by the Buyer as security for the Buyer’s obligations, and to retain the proceeds thereof as the Seller’s own property, as liquidated damages on account of the Buyer’s default (all Members hereby acknowledging and agreeing that it is extremely difficult and impracticable to ascertain the amount of damages which would be incurred by the Seller as a result of the Buyer’s default and that the amounts of such deposits shall be determined, when such transactions are proposed, as reasonable estimates of the damages the Seller would incur in such event), but otherwise the position of the parties shall revert to the status quo ante as if no notice from either party to the other had been given under the provisions of this Agreement; or (C) to demand and receive specific performance of the Buyer’s obligations to purchase the Seller’s Units. Where the Seller elects the options described in Section 14.05(c)(ii)(A) or Section 14.05(c)(ii)(C) above, any deposits theretofore paid by the Buyer shall be returned to the Buyer after performance by the Buyer of the Buyer’s obligations hereunder.

Buyer’s Failure. In the event that the a Buyer defaults in the closing of a sale of Units as herein provided, then the Seller shall have the option: (A) to elect to purchase the such Buyer’s Units on the terms and conditions otherwise set forth herein, by notice to the such Buyer of the Seller’s intention so to do, given within fifteen (15) days after such default in which event the Seller shall become the Buyer of such Buyer’s Units and the Buyer shall become the SellerSeller of such Buyer’s Units, and all the applicable terms, conditions and provisions of this Agreement with respect to such sales shall govern, except that the closing thereof shall take place thirty (30) days after such date of notice from the Seller (now the Buyer) to the applicable Buyer (now the Seller) and except that the purchase price shall be ten percent (10%) less than the price which the Seller (now the Buyer) would have had to pay had such the applicable Buyer (now the Seller) originally elected to sell its Units; (B) if there is only one Buyer, to terminate the Seller’s obligation to convey its Units to the Buyer by notice to the Buyer, wherein the Seller shall have the right to retain any deposits given by the Buyer as security for the Buyer’s obligations, and to retain the proceeds thereof as the Seller’s own property, as liquidated damages on account of the Buyer’s default (all Members hereby acknowledging and agreeing that it is extremely difficult and impracticable to ascertain the amount of damages which would be incurred by the Seller as a result of the Buyer’s default and that the amounts of such deposits shall be determined, when such transactions are proposed, as reasonable estimates of the damages the Seller would incur in such event), but otherwise the position of the parties shall revert to the status quo ante as if no notice from either party to the other had been given under the provisions of this Agreement; or (C) to demand and receive specific performance of the such Buyer’s obligations to purchase the Seller’s Units. Where the Seller elects the options described in Section 14.05(c)(ii)(A) or Section 14.05(c)(ii)(C) above, any deposits theretofore paid by the applicable Buyer shall be returned to the applicable Buyer after performance by the such Buyer of the such Buyer’s obligations hereunder.

Buyer’s Failure. In the event that the Buyer defaults in the closing of a sale of Units the Interest as herein provided, then the Seller shall have the option: (Aa) to elect to purchase the Buyerother Party’s Units Interest on the terms and conditions otherwise set forth herein, by notice to the Buyer of the Seller’s intention to so to do, given within fifteen (15) days after such default default, in which event the Seller shall become the Buyer and the Buyer shall become the Seller, and all the applicable terms, conditions and provisions of this Agreement with respect to such sales shall govern, except that the closing thereof shall take place thirty (30) days after such date of notice from the Seller (now the Buyer) to the Buyer (now the Seller) and except that the purchase price shall be ten percent (10%) less than the price which the Seller (now the Buyer) would have had to pay had such Buyer (now the Seller) originally elected to sell its UnitsInterest; (Bb) to terminate the Seller’s obligation to convey its Units Interest to the Buyer by notice to the Buyer, wherein the Seller shall have the right to retain any deposits given by the Buyer as security for the Buyer’s obligations, and to retain the proceeds thereof as the Seller’s own property, as liquidated damages on account of the Buyer’s default (all Members Parties hereby acknowledging and agreeing that it is extremely difficult and impracticable to ascertain the amount of damages which would be incurred by the Seller as a result of the Buyer’s default and that the amounts of such deposits shall be determined, when such transactions are proposed, as reasonable estimates of the damages the Seller would incur in such event), but otherwise the position of the parties shall revert to the status quo ante as if no notice from either party to the other had been given under the provisions of this Agreement; or (Cc) to demand and receive specific performance of the Buyer’s obligations to purchase the Seller’s UnitsInterest. Where the Seller elects the options described in Section 14.05(c)(ii)(Asubparagraphs 10.3.3.2(a) or Section 14.05(c)(ii)(C(c) above, any deposits theretofore paid by the Buyer shall be returned to the Buyer after performance by the Buyer of the Buyer’s obligations hereunderthereunder.