Common use of Default by Buyer Clause in Contracts

Default by Buyer. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Buyer, Buyer and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Buyer and Seller hereby agree that (a) an amount equal to the Xxxxxxx Money, together with all interest accrued thereon, is a reasonable estimate of the total net detriment Seller would suffer in the event Buyer defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Buyer’s default and failure to complete the purchase of the Property, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Buyer resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate, and Seller expressly waives its rights to seek damages in the event of Buyer’s default except as otherwise provided hereunder. In such event, at Seller’s request, Buyer shall immediately direct the Escrow Agent to release the Xxxxxxx Money to Seller. Buyer will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Buyer of any of the Termination Surviving Obligations.

Default by Buyer. In the event the Closing and the consummation of the transactions contemplated herein do 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 occur 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 herein for by reason 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 and Seller agree that it would be impractical and extremely difficult to fix estimate the damages which that Seller may suffer. Therefore, Seller and Buyer and Seller hereby agree that (a) an amount equal to the Xxxxxxx Money, together with all interest accrued thereon, is a reasonable estimate of the total net detriment that Seller would suffer in the event Buyer defaults and fails to complete the purchase of the PropertyBuyer’s Default, and (b) such amount will be the full, agreed and liquidated damages for Buyer’s default and failure to complete the purchase of the Property, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Buyer resulting in ), shall be the failure of consummation right to receive and retain the full amount of the Closing, whereupon this Agreement will terminatedeposit(s), and Seller in such event Buyer hereby expressly waives its rights to seek damages in the event of Buyer’s default except as otherwise provided hereunder. In such event, at Seller’s request, Buyer shall immediately direct the authorizes Escrow Agent to release the Xxxxxxx Money deliver same to Seller. Buyer will have no further rights or obligations hereunder, except with respect Payment to the Termination Surviving Obligations. The payment Seller of such amount as liquidated damages is not intended as a forfeiture or penalty but within the meaning of applicable law and is intended to constitute liquidated settle all issues and questions about the amount of damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided suffered by Seller in the event of a breach by Buyer’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of any $ , all of the Termination Surviving Obligationswhich shall serve as agreed and liquidated damages for said breach.

Default by Buyer. In If Buyer fails to consummate the event the Closing purchase and the consummation of the transactions sale contemplated herein when required to do not occur as provided herein by reason of any default of Buyer, Buyer and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Buyer and Seller hereby agree that (a) an amount equal so pursuant to the Xxxxxxx Moneyprovisions of this Agreement (a "Buyer Default"), together with all interest accrued thereon, is a reasonable estimate of the total net detriment Seller would suffer in the event Buyer defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Buyer’s default and failure to complete the purchase of the Property, and will be then Seller’s 's sole and exclusive remedy (whether at law or hereunder shall be to terminate this Agreement by giving notice of such termination to Buyer and Escrow Agent, in equity) which event the Escrow and this Agreement shall be terminated for any default of Buyer resulting in the failure of consummation of the Closingall purposes, whereupon this Agreement will terminateEscrow Agent shall pay the Earnest Money Deposit to Seller and shall return all other fundx, xxxxments and other items held in escrow to the Party that deposited same in escrow, and Seller expressly waives its rights to seek damages in the event of Buyer’s default except as otherwise provided hereunder. In such event, at Seller’s request, Buyer Parties shall immediately direct the Escrow Agent to release the Xxxxxxx Money to Seller. Buyer will have no further rights or obligations hereunderunder this Agreement, except with respect that Buyer shall remain liable for its obligations under Sections 7 and 9 hereof and Seller shall remain liable for its obligations under Section 9. Any sums paid to Seller under the Termination Surviving Obligations. The payment foregoing sentence shall be deemed to be liquidated damages paid to Seller by reason of such Buyer Default, and the Parties hereby agree that said amount as liquidated damages is not intended a reasonable forecast of just compensation for the harm that may be caused to Seller as a forfeiture result of such Buyer Default, and that Seller's harm in the event of such a Buyer Default would be incapable of accurate estimation or penalty but is intended very difficult to constitute liquidated accurately estimate. Seller acknowledges and agrees that Seller shall not be entitled to any additional or other damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s or other remedies at law, in equity or as herein provided whatsoever in the event of a breach default hereunder by Buyer of any of the Termination Surviving ObligationsBuyer, except as provided in Sections 7 and 9 hereof.

Default by Buyer. In the event the Closing Close of Escrow fails to occur due to a default on the part of Buyer of its obligations under this Agreement ("BUYER'S DEFAULT") (all of the conditions to Buyer's obligations to close having been satisfied or waived), Seller will suffer damages in an amount which will, due to the special nature of the transaction contemplated by this agreement and the consummation special nature of the transactions contemplated herein do not occur as provided herein by reason of any default of Buyernegotiations which preceded this agreement, Buyer and Seller agree it would be impractical and or extremely difficult to fix ascertain. In addition, Buyer wishes to have a limitation placed upon the potential liability of Buyer to Seller in the event the Close of Escrow fails to occur due to Buyer's Default, and wishes to induce Seller to waive other remedies which Seller may have in the event of Buyer's Default. Buyer and Seller, after due negotiation, hereby acknowledge and agree that the amount of the Deposit represents a reasonable estimate of the damages which Seller may sufferwill sustain in the event of such Buyer's Default. Buyer and Seller hereby agree that Seller may, in the event the Close of Escrow fails to occur due to Buyer's Default, (a) an amount equal to the Xxxxxxx Money, together with all interest accrued thereon, is a reasonable estimate of the total net detriment Seller would suffer in the event Buyer defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Buyer’s default and failure to complete the purchase of the Property, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Buyer resulting in the failure of consummation of the Closing, whereupon terminate this Agreement will terminateby written notice to Buyer and Escrow Holder, and Seller expressly waives its rights to seek damages in the event of Buyer’s default except as otherwise provided hereunder. In such event, at Seller’s request, Buyer shall immediately direct cancel the Escrow Agent to release and receive the Xxxxxxx Money to Seller. Buyer will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount Deposit as liquidated damages is not intended as and Escrow Holder shall immediately deliver the Deposit to Seller, or bring a forfeiture or penalty but suit for the specific performance of this Agreement, provided that any suit for specific performance must be brought within thirty (30) days of Buyer's Default, Seller waiving and releasing the right to bring suit at a later date. Such retention of the Deposit by Seller is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity Seller and shall not be deemed to constitute a forfeiture or as herein provided in the event of a breach by Buyer of any of the Termination Surviving Obligationspenalty.

Default by Buyer. In the event the Closing and the consummation of the transactions contemplated herein do not occur 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 provided herein set forth in this paragraph, shall be entitled to retain the xxxxxxx money deposit set forth in Section 4 posted by reason Xxxxx as liquidated damages for said breach. Upon the occurrence of any Buyer default that remains uncured for seven (7) 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, Buyer Escrow Agent shall disburse the deposit to Seller as liquidated damages, and Seller upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Xxxxxx and Xxxxx agree that it would be impractical and extremely difficult to fix estimate the damages which that Seller may suffer. Buyer Therefore, Xxxxxx and Seller hereby Xxxxx agree that (a) an amount equal to the Xxxxxxx Money, together with all interest accrued thereon, is a reasonable estimate of the total net detriment that Seller would suffer in the event Buyer defaults and fails to complete the purchase of the PropertyXxxxx’s Default, and (b) such amount will be the full, agreed and liquidated damages for Buyer’s default and failure to complete the purchase of the Property, and will be SellerXxxxxx’s sole and exclusive remedy (whether at law or in equity) for any default of Buyer resulting in ), shall be the failure of consummation right to receive and retain the full amount of the Closing, whereupon this Agreement will terminatedeposit(s), and Seller in such event Buyer hereby expressly waives its rights to seek damages in the event of Buyer’s default except as otherwise provided hereunder. In such event, at Seller’s request, Buyer shall immediately direct the authorizes Escrow Agent to release the Xxxxxxx Money deliver same to Seller. Buyer will have no further rights or obligations hereunder, except with respect Payment to the Termination Surviving Obligations. The payment Seller of such amount as liquidated damages is not intended as a forfeiture or penalty but within the meaning of applicable law and is intended to constitute liquidated settle all issues and questions about the amount of damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided suffered by Seller in the event of a breach by Buyer of any of the Termination Surviving ObligationsXxxxx’s Default.

Default by Buyer. In the event the If Buyer fails to perform any obligation of Buyer under this Agreement prior to or at Closing and the consummation of the transactions contemplated herein do does not occur as provided herein by reason of any default of Buyer, Buyer and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Buyer and Seller hereby agree that cure such failure (a) an within one (1) Business Day after receipt of written notice from Seller asserting such failure, if Buyer (i) fails to timely pay or deposit any amount equal of money required to be paid or deposited by Buyer under this Agreement, or (ii) fails to timely deliver Closing Documents or authorize Closing if and when required of Buyer for Closing to occur under this Agreement, or (b) within ten (10) days after receipt of written notice from Seller asserting any such failure, if Buyer fails to perform any other obligation of Buyer (any such failure, if not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy against Buyer, at law and/or in equity, to terminate this Agreement and receive the Xxxxxxx MoneyDeposit as Seller’s agreed and total liquidated damages by giving written notice of termination to Buyer and Escrow Agent after the occurrence of such Buyer Default. Seller shall be responsible for allocating the Deposit among each Selling Entity. The Parties have agreed that Seller’s actual damages in the event of a Buyer Default would be extremely difficult or impracticable to determine. The Parties have therefore agreed that, together with considering all interest accrued thereonthe facts and circumstances existing as of the Effective Date, the amount of the Deposit is a reasonable estimate of the total net detriment damages that Seller would suffer in the event Buyer defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Buyer’s default and failure to complete the purchase of the Property, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Buyer resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate, and Seller expressly waives its rights to seek damages in the event of Buyer’s default except as otherwise provided hereunder. In such event, at Seller’s request, Buyer shall immediately direct the Escrow Agent to release the Xxxxxxx Money to Seller. Buyer will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided incur in the event of a breach by Buyer of any Default. Each Party specifically confirms the accuracy of the Termination Surviving Obligations.statements made above and the fact that each Party was represented

Default by Buyer. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Buyer, If Buyer and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Buyer and Seller hereby agree that (a) an amount equal to the Xxxxxxx Money, together with all interest accrued thereon, is a reasonable estimate of the total net detriment Seller would suffer in the event Buyer defaults and fails to complete the purchase of the PropertyProperty in accordance with the terms of this Agreement (all conditions to Buyer's obligations having been satisfied or waived), and Seller may (bi) such amount will be the fullterminate this Agreement by notice to Buyer and, agreed and liquidated damages for Buyer’s default and failure to complete the purchase of the Property, and will be as Seller’s 's sole and exclusive remedy remedy, retain the Xxxxxxx Money as liquidated damages, or (whether at law or in equityii) for any default of specifically enforce this Agreement. Buyer resulting in expressly agrees that the failure of consummation delivery to and the retention of the Closing, whereupon this Agreement will terminate, and Xxxxxxx Money by Seller expressly waives its rights to seek represents a reasonable estimation of the damages in the event of Buyer’s default except as otherwise provided hereunder's default, that actual damages may be difficult to ascertain and that this provision does not constitute a penalty. In such event, at Seller’s request, The foregoing limitation on the liability of Buyer shall immediately direct the Escrow Agent to release the Xxxxxxx Money to Seller. Buyer will have no further rights or obligations hereunder, except not be applicable with respect to Buyer's obligations to be performed or enforced after Closing. Default by Seller. If Seller fails to complete the Termination Surviving Obligations. The payment sale of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages the Property in accordance with the terms of this Agreement (all conditions precedent to Seller's obligations having been satisfied or waived), Buyer may elect to pursue any one or more of the following remedies: (a) terminate this Agreement, receive a refund of the Xxxxxxx Money; (b) xxx for damages (as hereinafter limited); or (c) specifically enforce this Agreement. Notwithstanding Any claim for damages by Buyer hereunder shall be limited to Buyer's out-of-pocket expenses and other actual or direct damages (which the foregoingparties agree shall include, nothing contained herein will limit without limitation, moving expenses and any other costs incurred by Buyer associated with leasing replacement premises), and there shall be no claim by Buyer for lost profits, consequential, indirect or special damages. Should Seller’s remedies at law's lender fail to provide all releases and subordination agreements as required under this Agreement for any reason outside of Seller's reasonable control, in equity or as herein provided in the event it shall not constitute a default by Seller, but rather a failure of a breach by Buyer of any condition precedent, and Buyer's sole remedy shall be to terminate this Agreement upon notice to Seller and receive a full refund of the Termination Surviving ObligationsXxxxxxx Money.

Default by Buyer. In If Buyer defaults in the event the Closing and the consummation performance of its obligations hereunder as to closing of the transactions contemplated herein do purchase of the Property, Seller may obtain the eaxxxxx xoney deposit from ITEC and retain the same as full and complete liquidated damages, but this shall not occur as provided herein by reason of prohibit Seller from making a claim against Buyer for any default of Buyerclaim arising under Paragraph 6 hereof. Notwithstanding the foregoing, Buyer shall have the right, at its option, to pay the amount of the eaxxxxx xoney directly to Seller, in which case Seller shall, as a condition of receipt of such monies, execute any and all documents required by ITEC to release the reservation of monies held by ITEC as eaxxxxx xoney hereunder. Seller and Buyer have negotiated and hereby acknowledge and agree it would be impractical and extremely difficult to fix that the actual damages which Seller may suffer. would suffer on account of default of Buyer under this Contract are difficult, if not impossible to ascertain, and Seller hereby both parties agree that (a) an amount equal to the Xxxxxxx Money, together with all interest accrued thereon, is receipt by Seller of the eaxxxxx xoney paid by Buyer constitutes a reasonable estimate of the total net detriment actual damages Seller would suffer in the event Buyer defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for a default by Buyer’s default and failure to complete the purchase of the Property, and will be Seller’s sole and exclusive remedy (whether at law or in equity) for any default of Buyer resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate, and Seller expressly waives its rights to seek damages in the event of Buyer’s default except as otherwise provided hereunder. In such event, at Seller’s request, Buyer shall immediately direct the Escrow Agent to release the Xxxxxxx Money to Seller. Buyer will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in if Buyer's failure to close the event purchase of a breach the Property is the due to termination by Buyer of any as set forth in Paragraphs 3 or 7 hereof, Buyer shall be entitled to a refund of the Termination Surviving Obligationseaxxxxx xoney deposit. Seller shall not have the right of specific performance of Buyer's obligations under this Contract, except for Buyer's obligation to restore the Property as set forth in Paragraph 6 hereof.

Default by Buyer. In Subject to the event conditions precedent to its obligations set forth in this Agreement, if Buyer does not complete Settlement on the Closing Settlement Date and the consummation thereafter does not complete Settlement within five (5) days, such time to be of the transactions contemplated herein do not occur as provided herein by reason of any default of essence, or if Buyer, defaults on any of its other obligations hereunder, and such failure is not cured within ten (10) days after Buyer’s receipt of notice from Seller, such time to be of the essence, Seller’s sole remedy shall be to terminate this Agreement by written notice to Buyer and Seller agree it would Escrow Agent, whereupon the Deposit will be impractical and extremely difficult paid to fix the damages which Seller may sufferSeller. Buyer and Seller hereby agree that (a) an amount equal to the Xxxxxxx Money, together with all interest accrued thereon, is a reasonable estimate Such payment of the total net detriment Deposit to Seller would suffer in the event Buyer defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and deemed to be liquidated damages for Buyer’s default and failure to complete the purchase receipt of the Property, and same will be Seller’s exclusive and sole remedy, and exclusive Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy (whether permitted at law or in equity) for any default equity against Buyer; provided, however, that the provisions of Buyer resulting in the failure of consummation of the Closing, whereupon this Agreement Section will terminate, and Seller expressly waives its rights to seek damages in the event of Buyer’s default except as otherwise provided hereunder. In such event, at not limit Seller’s request, recourse against Buyer shall immediately direct the Escrow Agent to release the Xxxxxxx Money to Seller. Buyer will have no further rights or obligations hereunder, except with respect to Buyer’s indemnifications of Seller relating to Seller’s Materials, Buyer’s Materials and Buyer’s Access Rights (defined in subsection 14(b) below) set forth in this Agreement and any obligation of Buyer under this Agreement that requires performance after Settlement. Buyer and Seller agree that the Termination Surviving Obligations. The payment amount of Seller’s actual damages upon a Buyer default will be difficult to calculate and that the amount of the liquidated damages set forth in this Section 10 represents the parties’ reasonable estimate of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided in the event of a breach by Buyer of any of the Termination Surviving Obligationsdamages.

Default by Buyer. In the event the Closing and the consummation of the transactions contemplated herein do 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 Xxxxx and any other sums paid by Buyer hereunder including, but not occur 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 herein for by reason 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, Buyer Escrow Agent shall disburse the deposit to Seller as liquidated damages, and Seller upon such disbursement this Agreement shall terminate and be of no further force or effect except as otherwise expressly provided herein. In such event, Xxxxxx and Xxxxx agree that it would be impractical and extremely difficult to fix estimate the damages which that Seller may suffer. Buyer Therefore, Xxxxxx and Seller hereby Xxxxx agree that (a) an amount equal to the Xxxxxxx Money, together with all interest accrued thereon, is a reasonable estimate of the total net detriment that Seller would suffer in the event Buyer defaults and fails to complete the purchase of the PropertyXxxxx’s Default, and (b) such amount will be the full, agreed and liquidated damages for Buyer’s default and failure to complete the purchase of the Property, and will be SellerXxxxxx’s sole and exclusive remedy (whether at law or in equity) for any default of Buyer resulting in ), shall be the failure of consummation right to receive and retain the full amount of the Closing, whereupon this Agreement will terminatedeposit(s), and Seller in such event Buyer hereby expressly waives its rights to seek damages in the event of Buyer’s default except as otherwise provided hereunder. In such event, at Seller’s request, Buyer shall immediately direct the authorizes Escrow Agent to release the Xxxxxxx Money deliver same to Seller. Buyer will have no further rights or obligations hereunder, except with respect Payment to the Termination Surviving Obligations. The payment Seller of such amount as liquidated damages is not intended as a forfeiture or penalty but within the meaning of applicable law and is intended to constitute liquidated settle all issues and questions about the amount of damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies at law, in equity or as herein provided suffered by Seller in the event of a breach by Xxxxx’s Default. (Check if applicable) □ In addition to said deposit(s), Buyer shall pay to Seller the sum of any $ , all of the Termination Surviving Obligationswhich shall serve as agreed and liquidated damages for said breach.

Default by Buyer. In the event If the Closing and the consummation of the transactions contemplated herein do does not occur as provided herein a result of a default by reason of any default of Buyer, then (i) Buyer and Seller agree shall pay all escrow cancellation charges, (ii) To the extent it would be impractical and extremely difficult has not previously been delivered to fix Seller, the damages which Seller may suffer. Buyer and Seller hereby agree that (a) an amount equal to Title Company shall deliver the Xxxxxxx Money, together with all interest accrued thereon, is a reasonable estimate of the total net detriment Money Deposit to Seller would suffer in the event Buyer defaults as its full and fails to complete the purchase of the Property, liquidated damages and its sole and (bThree Carnegie Plaza) such amount will be the full, agreed and liquidated damages exclusive remedy for Buyer’s default (provided that this provision shall not limit the Seller’s right to enforce Buyer’s obligations pursuant to Section 4(a), 15(f) and failure to complete the purchase of the Property15(l), and will to obtain monetary damages from Buyer pursuant to those provisions above and beyond any amounts collected pursuant to this liquidated damages provision). If the transaction is not consummated because of a default by Buyer, the Xxxxxxx Money Deposit together with the interest accrued thereon shall be Seller’s sole paid to and exclusive remedy (whether at law or retained by Seller as liquidated damages. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY BUYER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY AGAINST BUYER, AT LAW OR IN EQUITY, IN THE EVENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. Notwithstanding anything to the contrary contained in equity) for any default of Buyer resulting in the failure of consummation of the Closingthis Section 14(c), whereupon this Agreement will terminate, and Seller expressly waives its rights to seek damages in the event of Buyer’s default except as or a termination of this Agreement, Seller shall have all remedies available at law or in equity in the event Buyer or any party related to or affiliated with Buyer is asserting any claims or right to the Property that would otherwise provided hereunderdelay or prevent Seller from having clear, indefeasible, and marketable title to the Property. In such eventall other events, at Seller’s request, Buyer shall immediately direct the Escrow Agent to release the Xxxxxxx Money to Seller. Buyer will have no further rights or obligations hereunder, except with respect to the Termination Surviving Obligations. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty but is intended to constitute liquidated damages to Seller. Notwithstanding the foregoing, nothing contained herein will limit Seller’s remedies shall be limited to those described in this Section 14(c) and Sections 4(a), 15(f) and 15(l) hereof. If Closing is consummated, Seller shall have all remedies available at law, law or in equity or as herein provided in the event Buyer fails to perform any obligation of a breach by Buyer of any of the Termination Surviving Obligationsunder this Agreement.