Default by Buyer Sample Clauses

Default by Buyer. IF THIS TRANSACTION FAILS TO CLOSE AS A RESULT OF A MATERIAL DEFAULT BY BUYER WITH RESPECT TO ANY OF THE TERMS OF THIS AGREEMENT, AND SUCH MATERIAL DEFAULT CONTINUES FOR A PERIOD OF TEN (10) DAYS AFTER SELLER NOTIFIES BUYER IN WRITING OF SUCH EVENT, SELLER'S SOLE AND EXCLUSIVE REMEDY FOR SUCH MATERIAL DEFAULT SHALL BE THE RIGHT TO CANCEL AND TERMINATE THIS AGREEMENT AND RECEIVE AND RETAIN THE DEPOSIT PLUS RECEIVE AND RETAIN FROM BUYER THE SUM OF SIX MILLION FIVE HUNDRED THOUSAND DOLLARS ($6,500,000.00) AS LIQUIDATED DAMAGES, IT BEING UNDERSTOOD AND AGREED THAT SELLER IS HEREBY RELEASING AND/OR WAIVING ANY RIGHT IT MIGHT HAVE EITHER TO SPECIFICALLY ENFORCE THIS AGREEMENT OR TO XXX FOR ANY OTHER OR ADDITIONAL DAMAGES. SELLER HAS AGREED TO THIS LIQUIDATED DAMAGE PROVISION BECAUSE OF THE DIFFICULTY OF ASCERTAINING SELLER'S ACTUAL DAMAGES GIVEN THE UNCERTAINTIES OF THE REAL ESTATE MARKET, FLUCTUATING PROPERTY VALUES AND DIFFERENCES OF OPINION WITH RESPECT TO SUCH MATTERS. UNLESS SELLER WAIVES THE BUYER'S DEFAULT IN WRITING WITHIN FIVE (5) DAYS AFTER THE EXPIRATION OF THE 10-DAY PERIOD SPECIFIED IN THE PRECEDING SENTENCE, OR SUCH DEFAULT IS CURED WITHIN SUCH 10-DAY PERIOD, THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE EFFECTIVE FIFTEEN (15) DAYS AFTER THE NOTICE OF DEFAULT IS GIVEN WITHOUT THE NECESSITY OF FURTHER NOTICE BEING GIVEN. UPON SUCH TERMINATION, EACH PARTY SHALL BE RELEASED FROM ALL DUTIES OR OBLIGATIONS CONTAINED HEREIN, EXCEPT FOR THOSE SUCH OBLIGATIONS THAT SPECIFICALLY SURVIVE TERMINATION INCLUDING, WITHOUT LIMITATION, BUYER'S OBLIGATIONS TO PAY LIQUIDATED DAMAGES HEREUNDER.

Default by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.

Default by Buyer. A. Seller may, by written notice of default sent by registered letter to Buyer, terminate this Contract for cause upon the occurrence of any of the following circumstances: 1. if Buyer fails to make timely payments as required by Exhibit A and Article 5 herein and does not make any such required payment within five (5) days after notice from Seller; or, 2. if Buyer fails to perform any other obligation which it is required to perform pursuant to this Contract and Buyer does not act to commence correction of such failure within (30) days after notice of such failure is received from Seller. B. If this Contract is terminated pursuant to this Article, Buyer shall: 1. pay to Seller, the full amounts of anticipated and reasonable profits Seller could have earned had it been permitted to complete this Contract; and, 2. assign to Seller all licenses of Buyer to use frequency allocations in any country to the fullest extent permitted by law; and, 3. return to Seller all documentation and technical data previously delivered to Buyer by Seller; and, 4. pay to Seller the portion of the prices for all partially completed milestones based upon actual work performed by Seller towards completion of such milestones; and, 5. pay to Seller all of Seller's cost of stopping the work under the Contract including its costs or terminating subcontracts and purchase commitments; and, 6. immediately pay to Seller all payments for milestones completed on or before the date of such default by Buyer as provided by Exhibit A. C. THE REMEDIES SET FORTH IN THIS ARTICLE SHALL BE THE SOLE RECOURSE TO WHICH SELLER IS ENTITLED IN THE EVENT OF BUYER'S DEFAULT, AND EXCEPT AS PROVIDED ABOVE, BUYER SHALL HAVE NO LIABILITY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS OR LOST REVENUES.

Default by Buyer. Should Buyer fail to close as provided in this Agreement, Buyer will be in default. Upon default by Xxxxx, Xxxxxx’s and Xxxxxx’x liability hereunder to Buyer shall absolutely cease, and Xxxxxx’x shall be entitled to retain the Buyer’s Deposit. If Xxxxx has not paid the Buyer’s Deposit in full or if Xxxxxx’x has incurred any expenses due to default by Buyer, and Buyer has made payment(s) to Seller, then, upon notice from Xxxxxx’x to the Seller, any payment(s) by Buyer to Seller (“Payments to Seller”) shall be remitted to Xxxxxx’x by the Seller and shall be subject to use as reimbursement to Xxxxxx’x for any expenses incurred by Xxxxxx’x due to default of Buyer. The Buyer’s Deposit and the Payment to Seller shall be apportioned to Xxxxxx’x and Seller in the following manner: Xxxxxx’x will retain the amount it would have received as the Buyer’s Premium at settlement plus compensation for any expenses it incurred due to default by Xxxxx, and Xxxxxx will retain the remainder. Additionally, Xxxxxx’x may resort to any other action or remedy in law or equity that may be available.

Default by Buyer. In the event Buyer should fail to consummate the transaction contemplated herein for any reason except for (i) any permissible reasons set forth herein or (ii) Seller's default, Seller may demand Escrow Agent to pay the Deposit, if actually paid to Escrow Agent, such sum being agreed upon as liquidated damages for the failure of Buyer to perform the duties, liabilities and obligations imposed upon it by the terms and provisions of this Agreement or Seller may sue for specific performance.

Default by Buyer. If, prior to Closing, Buyer fails to make any payment when it is due or fails to keep any of Buyer's other promises or agreements contained in this Agreement, then Seller will have the right, at Seller's sole option and in addition to any other rights contained herein, to do any one or more of the following: (a) Seller may cancel this Agreement by giving Xxxxx written notice of cancellation and Seller may keep all sums paid by Buyer under this Agreement as "liquidated damages" (i.e., the amount agreed to by Xxxxx and Seller as properly payable in settlement for breach of contract), and not as a penalty. Without limiting the generality of the foregoing, Xxxxx understands and acknowledges that if Buyer defaults under this Agreement, Seller may keep the Option Deposit in addition to all other sums paid by Buyer under this Agreement. If Seller cancels this Agreement, Xxxxx agrees that it will be difficult and expensive to determine the amount of loss or damage Seller will suffer. This is because of, among other things, Xxxxxx's commitments relating to the financing of the Project, the effect of default and cancellation of one sale on other unit sales, and the nature of the real estate market in Hawaii. Xxxxx agrees that the sums paid by Xxxxx under this Agreement are a reasonable estimate of a fair payment to Seller for Seller's loss or damage resulting from Xxxxx's default. (b) Seller may file a lawsuit for damages. (c) Seller may file a lawsuit for "specific performance" (in other words, a lawsuit to make Buyer keep all of Buyer's promises and agreements, including, without limitation, closing the purchase of the Property). (d) Seller may take advantage of any other rights which the law allows or which Seller may have under this Agreement. Xxxxx also agrees to pay for all costs, including Seller's reasonable lawyers' fees (for both in-house and outside counsel) and the escrow cancellation fee, which are incurred because of Buyer's default.

Default by Buyer. In the event of the failure or refusal of the Buyer to close this transaction, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure as set forth in this paragraph, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited to, any improvements made to the Property under the terms hereof, as agreed and liquidated damages for said breach in addition to other liquidated damages provided for by this agreement. Upon the occurrence of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller as liquidated damages, and upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Seller and Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Default, and Seller’s sole remedy (whether at law or in equity), shall be the right to receive and retain the full amount of the deposit(s), and in such event Buyer hereby expressly authorizes Escrow Agent to deliver same to Seller. Payment to Seller of liquidated damages is not intended as a forfeiture or penalty within the meaning of applicable law and is intended to settle all issues and questions about the amount of damages suffered by Seller in the event of Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of $ , all of which shall serve as agreed and liquidated damages for said breach.

Default by Buyer. If Buyer shall fail to perform any of the conditions as provided herein, this Contract shall be terminated and cancelled if such failure is not cured within thirty (30) days after delivery of written notice from Seller to Buyer. In the event of default by Buyer and failure to cure said default within the period hereinabove provided, then Buyer’s interest in the Real Estate shall be extinguished, and all payments made by Buyer herein shall be retained by Seller as liquidated damages. In the alternative, Seller may pursue such other remedies available under law.

Default by Buyer. (a) Except with respect to the Estimated Settlement Date, time is of the essence in this Agreement. (b) Should Buyer: (i) Fail to make any payments as specified, or (ii) Furnish false or incomplete information to Seller, Seller’s agent or the mortgage lender, concerning Buyer's legal or financial status, or fail to cooperate in the processing of the mortgage loan application, which acts would result in the failure to obtain the approval of a mortgage loan commitment, or (iii) Violate or fail to fulfill and perform any other terms or conditions of this Agreement, then in such case, all deposit money and other sums paid by Buyer on account of the purchase price, whether required by this Agreement or not, may be retained by Seller: 1. On account of the purchase, or 2. As monies to be applied to Seller's damages, or 3. As liquidated damages for such breach. (i) As Seller may elect, and in the event that Seller elects to retain the monies as liquidated damages in accordance with this Paragraph 17 Seller shall be released from all liability or obligations and this Agreement shall become NULL AND VOID and all copies will be returned to Seller's agent for cancellation.

Default by Buyer. If the sale of the Property as contemplated hereunder is not consummated due to Buyer's material default hereunder, then Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement and retain the Deposit as liquidated damages as more particularly set forth in Section 1.6 above.