Buyer’s Pre-Closing Default Sample Clauses
Buyer’s Pre-Closing Default. If Buyer (i) defaults under this Agreement on the Scheduled Closing Date by failing to effectuate the Closing (including making the Closing Payment) in accordance with the terms of this Agreement, or (ii) defaults in any other material respect prior to the Scheduled Closing Date and such default is not cured by the earlier of the Scheduled Closing Date and ten (10) Business Days after receipt of written notice from Seller with respect thereto (as such cure period may be extended if such default cannot reasonable be cured within such initial cure period) (other than with respect to delivering the Initial Deposit, the First Extension Deposit or the Second Extension Deposit to Escrow Agent, for which there shall not be any notice and cure period), then Seller shall be entitled, as its sole and exclusive remedy at law or in equity, to (y) terminate this Agreement in its entirety (and not in part) and recover the Deposit as liquidated damages (and not as a penalty), in full satisfaction of Seller’s claims against Buyer hereunder or (z) waive in writing such default and proceed to the Closing. Seller and Buyer agree that Seller’s damages resulting from Buyer’s default are difficult, if not impossible, to determine and the Deposit is a fair and reasonable estimate of those damages that Seller may suffer, and the amount of the Deposit has been agreed to in an effort to cause the amount of such damages to be certain. Nothing contained in this Section 13(b) shall limit (x) Seller’s right against Buyer by reason of any indemnity obligations of Buyer to Seller expressly stated in this Agreement to survive the termination of this Agreement or the Closing (including the indemnity obligations of Seller pursuant to Section 16 hereof) or (y) the right of Seller to enforce Buyer’s obligation under Section 32(c) hereof to pay to Seller all of Seller’s reasonable out-of-pocket costs and expenses (including reasonable counsel fees and court costs) in enforcing the provisions of this Section 13(b).
Buyer’s Pre-Closing Default. In the event Buyer defaults in its obligations to close the purchase of the Property, or in the event Buyer otherwise defaults hereunder prior to Closing, then Seller shall have the right to terminate this Agreement pursuant to Minnesota Statutes Section 559.21, and upon such termination, Seller will retain the ▇▇▇▇▇▇▇ Money as fixed and liquidated damages, and neither party shall have any further liability hereunder, except for those liabilities which expressly survive the termination of this Agreement (provided, however, for those liabilities that expressly survive termination, Seller shall in no event receive damages unless its damages are judicially determined to be in excess of the ▇▇▇▇▇▇▇ Money received hereunder), and Buyer shall immediately direct the Title Company to pay the ▇▇▇▇▇▇▇ Money to Seller. Seller shall have no other remedy for any pre-Closing default by Buyer, including any right to damages. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT: (1) THE AMOUNT OF THE ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT; (2) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (3) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE ▇▇▇▇▇▇▇ MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT; AND (4) THE AMOUNT OF THE ▇▇▇▇▇▇▇ MONEY SHALL BE AND DOES CONSTITUTE VALID LIQUIDATED DAMAGES.