Common use of Buyer’s Failure Clause in Contracts

Buyer’s Failure. If Buyer shall fail to fully and timely perform any of its obligations hereunder, or if any warranty or representation made by Buyer herein is not true and correct in all material respects, and such failure shall continue for five (5) business days following notice thereof in writing from Seller, as Seller's sole and exclusive remedy in such event, then Seller shall be entitled to the Deposit as liquidated damages for Buyer's failure to complete the purchase, it being acknowledged by Buyer and Seller that the damages which Seller would sustain would be impracticable or extremely difficult to fix or determine. Buyer and Seller agree that Seller's economic detriment resulting from the removal of the Property from the real estate market and other activities in furtherance of this Agreement would be extremely difficult to ascertain. Accordingly, the parties acknowledge that the actual damages caused Seller by the failure to close Escrow would be extremely difficult to establish. In addition, Buyer desires to have a limitation on its potential liability to Seller if this transaction fails to close. Therefore, in order to induce Seller to waive all other remedies Seller may have in the event of breach by Buyer of its obligations hereunder, Buyer and Seller have agreed to the concept of liquidated damages as set forth herein, with the amount and timing of the payment having been the subject of negotiation between the parties. By placing their initials below, Buyer and Seller acknowledge that they have read, understood, and agreed to be bound by this provision. ____________ ____________ Seller’s Initials Buyer’s Initials 14. Further Documents and Acts. Each of the parties hereto agrees to reasonably cooperate in good faith with the other, and to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transaction contemplated under this Agreement.

Buyer’s Failure. If Buyer shall fail Escrow does not close due to fully and timely perform any of its obligations hereunder, or if any warranty or representation made by Buyer herein is not true and correct in all material respects, and such failure shall continue for five Buyer’s default subsequent to compliance with Section 8 (5c) business days following notice thereof in writing from Seller, as Seller's sole and exclusive remedy in such eventabove, then Escrow Holder is irrevocably instructed to deliver the Deposits to Seller shall be entitled to the Deposit as liquidated damages for Buyer's ’s failure to complete the purchase, it being acknowledged by Buyer and Seller that the damages which Seller would sustain would be impracticable or extremely difficult to fix or determine. Buyer and Seller agree that Seller's ’s economic detriment resulting from the removal of the Property from the real estate market and other activities in furtherance of this the Agreement would be extremely difficult to ascertain. Accordingly, the parties acknowledge Buyer and Seller agree that the actual damages caused Seller by the failure to close Escrow would be extremely difficult to establishDeposits required herein are a reasonable estimate of Seller’s damages. In addition, addition Buyer desires to have a limitation on its potential liability to Seller if this transaction fails to close. Therefore, in order to induce Seller to waive all other remedies Seller may have in the event of breach by Buyer of its his obligations hereunder, Buyer and Seller have agreed to the concept of liquidated damages as set forth herein, with the amount and timing of the payment having been the subject of negotiation between the parties. In addition, Buyer shall pay all title and escrow cancellation charges. By placing their initials below, Buyer and Seller acknowledge that they have read, understood, and agreed to be bound by this liquidated damages provision. ____________ ____________ /s/ HH 4/22/13 /s/ WAA 4/22/13 Seller’s Initials Buyer’s Initials 14. Further Documents and Acts. Each of the parties hereto agrees to reasonably cooperate in good faith with the other, and to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transaction contemplated under this Agreement.

Buyer’s Failure. If Buyer shall fail Escrow does not close due to Buyer’s failure to fully and timely perform any of its material obligations hereunder, or if any warranty or representation made by Buyer herein except as permitted under Section 6(c), and Seller is not true and correct in all material respectsdefault hereunder, and such failure shall continue for five (5) business days following notice thereof in writing from Seller, as Seller's sole and exclusive remedy in such event, then Seller shall be entitled the Escrowholder is irrevocably instructed to deliver the Deposit to Seller as liquidated damages for Buyer's ’s failure to complete the purchase, it being acknowledged by Buyer and Seller that the damages which Seller would sustain would be impracticable or extremely difficult to fix or determine. Buyer and Seller agree that the liquidated damages shall be Seller's ’s sole and exclusive remedy for Buyer’s default hereunder. Buyer and Seller agree that Seller’s economic detriment resulting from the removal of the Property from the real estate market and other activities in furtherance of this Agreement would be extremely difficult to ascertain. Accordingly, the parties acknowledge that the actual damages caused Seller by the failure to close Escrow would be extremely difficult to establish. In addition, Buyer desires to have a limitation on its potential liability to Seller if this transaction fails to close. Therefore, in order to induce Seller to waive all other remedies Seller may have in the event of breach by Buyer of its obligations hereunder, Buyer and Seller have agreed to the concept of liquidated damages as set forth herein, with the amount and timing of the payment having been the subject of negotiation between the parties. By placing their initials below, Buyer and Seller acknowledge that they have read, understood, and agreed to be bound by this provision. ______________ _______________ Seller’s Initials Buyer’s Initials 14. Further Documents and Acts. Each of the parties hereto agrees to reasonably cooperate in good faith with the other, and to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transaction contemplated under this Agreement.

Buyer’s Failure. If Buyer shall fail Escrow does not close by the sooner to fully and timely perform any occur of its obligations hereunder, or if any warranty or representation made by Buyer herein is not true and correct in all material respects, and such failure shall continue for five seven (57) business days following notice thereof in writing from Sellerafter the approval by the City of the tentative map for the Project or March 15, as Seller2017, due to Buyer's sole and exclusive remedy in such eventacts, errors, breaches, defaults or omissions s, then Seller shall be entitled Escrow holder is irrevocably instructed to deliver the Deposit, and any and all proceeds from the investment of the Deposit and other funds deposited into Escrow by or on behalf of Buyer, to Seller as liquidated damages for Buyer's failure to close Escrow as required under this Agreement or otherwise complete the purchase, it being purchase contemplated under this Agreement. It is acknowledged by Buyer and Seller that the damages which Seller would sustain would be impracticable or extremely difficult to fix or determine. Buyer and Seller agree that Seller's economic detriment resulting from the removal of the Property from the real estate market and other activities in furtherance of this Agreement would be extremely difficult to ascertain. Accordingly, Buyer and Seller agree that the Deposit required herein is a reasonable estimate of Seller's damages. Due to the special nature of negotiations which preceded acceptance by Seller of Buyer's offer to acquire the Property, the parties acknowledge that the actual damages caused Seller by the failure of the Closing to close Escrow occur as and when required under this Agreement would be extremely difficult to establish. In addition, Buyer desires to have a limitation on its potential liability to Seller if this transaction fails to close. Therefore, in order to induce Seller to waive shall pay all other remedies Seller may have in the event of breach by Buyer of its obligations hereunder, Buyer title and Seller have agreed to the concept of liquidated damages as set forth herein, with the amount and timing of the payment having been the subject of negotiation between the partiesescrow cancellation charges. By placing their initials below, Buyer and Seller acknowledge that they have read, understood, and agreed to be bound by this liquidation damages provision. ______________ Seller's Initials ____________ Seller’s Initials Buyer’s Buyers Initials 14. Further Documents and Acts. Each of the parties hereto agrees to reasonably cooperate in good faith with the other, and to execute and deliver such further documents and perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transaction contemplated under this Agreement.