Common use of Default by Buyer Clause in Contracts

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 fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or refusal of to consummate the Buyer to close this transaction, without fault Closing on Seller's part and without failure of titlethe Closing Date as set forth above, Seller, subject to Buyeras Seller’s right to cure as set forth in this paragraphsole and exclusive remedy, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder includinghave the right, 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 following Seller’s giving Buyer written notice thereof delivered as other notices under this Agreement, and upon receiving notice from Seller of such default on Buyer’s uncured defaultfailure to cure such default within five (5) business days following such notice being given, Escrow Agent shall disburse the deposit to Seller terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) 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 in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and 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 nothing contained herein shall limit Seller’s sole remedy (whether at law or in equity), shall be the right to receive seek and retain obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the full amount termination 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 breachthis Agreement.

Default by Buyer. In the event of the failure or refusal of the Buyer to close this transactionIf Buyer, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s the right to cure as set forth do so and 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 default of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices its obligations under this Agreement, fails to complete Closing or materially breaches any material obligation under this Agreement, Seller, as its sole and upon receiving exclusive remedy, shall have the right, provided Seller has given Buyer written notice from Seller of such default and Buyer’s uncured default's failure to cure such default within five (5) business days following such notice being given (other than a failure to post the Xxxxxxx Money or a failure to consummate a Closing on the Closing Date, Escrow Agent neither of which shall disburse the deposit be subject to Seller a notice and cure period), to terminate this Agreement and retain all Xxxxxxx Money (including all interest thereon) 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 in which event, Seller both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Xxxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Sellers 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), nothing contained herein shall be the limit Sellers’ right to receive seek and retain obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the full amount termination 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 breachthis Agreement.

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 The occurrence of any of the following events shall constitute an Event of Default by Buyer default unless it results from a breach of this Agreement by Fuel Manager or is otherwise excused pursuant to the terms of this Agreement: (i) Buyer fails to pay any amount payable by Buyer to Fuel Manager (other than amounts in dispute that remains uncured are not expressly required by this Agreement to be paid) pursuant to this Agreement after the same shall have become due and payable and such failure continues for calendar days a period of ten (10) Days after Seller gives receipt of written demand therefore from Fuel Manager. (ii) Buyer written notice thereof delivered as other notices fails to perform or observe any material obligation or series of obligations of Buyer under this Agreement, other than those obligations specifically addressed in this Section or for which a remedy is expressly provided in this Agreement, which failure has a material and upon receiving adverse effect on the ability of Fuel Manager or of Buyer to perform its respective material obligations under this Agreement and such failure continues without cure for a period of ten (10) Days after written notice thereof from Seller Fuel Manager, unless such a cure is reasonably not capable of being made or implemented within such ten (10) Day period, in which case Buyer shall have an additional ten (10) Day period in which to cure. (iii) Any representation or warranty made by Buyer herein or in any certificate delivered to Fuel Manager pursuant hereto which proves to be incorrect in any material respect when made and such error has a material and adverse effect on the ability of Fuel Manager or Buyer to perform its respective material obligations under this Agreement, unless Buyer is able to promptly commence and diligently pursue action to cause the facts or circumstances which are the subject of such representation or warranty to become true in all material respects and does so within ten (10) Business after written notice thereof has been given to Buyer by Fuel Manager and provided that such actions remove any material adverse effect on Fuel Manager as a result of such representation or warranty having been incorrect, unless such action is reasonably not capable of being undertaken or completed within such ten (10) Business Day period, in which case, Buyer shall have an additional ten (10) Business Day period in which to perform, take and complete such action. (iv) A court having jurisdiction shall enter: (a) a decree or order for relief in respect of Buyer in an involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law regarding all of Buyer’s uncured defaultassets; or (b) a decree or order adjudicating Buyer bankrupt or insolvent, Escrow Agent shall disburse the deposit to Seller or approving as liquidated damagesproperly filed a petition seeking reorganization, and upon such disbursement this Agreement shall terminate and be arrangement, adjustment or composition of no further force or effect except as otherwise expressly provided herein. In such eventin respect of Buyer under any applicable Federal or state law, Seller and or appointing a custodian, receiver, liquidator, trustee, sequestrator or other similar official for Buyer. (v) Buyer agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Thereforeshall: (a) commence a voluntary case or proceeding under any applicable Federal or state bankruptcy, Seller and Buyer agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of Buyer’s Defaultinsolvency, and Seller’s sole remedy (whether at reorganization or other similar law or any other case or proceeding to be adjudicated bankrupt or insolvent; (b) consent to the entry of a decree or order for relief in equityrespect of Buyer in any involuntary case or proceeding under any applicable Federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it; (c) file any petition, answer or consent seeking reorganization or relief under any applicable Federal or state law; (d) consent to the filing of any petition or to the appointment of or taking possession by a custodian, receiver, liquidator, trustee, sequestrator or similar official for Buyer; (e) make an assignment for the benefit of creditors (other than to its Lenders), shall be the right ; or (f) admit in writing its general inability 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 pay its debts 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 breachthey become due.

Default by Buyer. In the event that Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Xxxxxxx Money (including all interest thereon) as liquidated damages and both parties shall thereafter be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer other than failure or refusal of the Buyer to close this transaction, without fault either timely deliver the Initial Xxxxxxx Money or Additional Xxxxxxx Money or to consummate the Closing on Seller's part and without failure of titlethe Closing Date, Seller, subject to Buyer’s right to cure as set forth in this paragraphits sole and exclusive remedy, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder includinghave the right, 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 (i) Seller gives has given Buyer written notice thereof delivered as other notices under of such default and (ii) Buyer has failed to cure such default within five (5) business days following such notice being given, to terminate this Agreement, Agreement and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller retain all Xxxxxxx Money (including all interest thereon) 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 in which event, Seller both parties shall thereafter be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Xxxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and Buyer agree that it would be impractical inconvenience of ascertaining and extremely difficult to estimate measuring actual damages and 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 breachuncertainty thereof.

Default by Buyer. In If Buyer, defaults in the event performance of any obligation contained in this Agreement or the failure or refusal Temporary Access License and such default continues for a period of the Buyer to close this transactionten (10) business days after receipt of written notice from Seller, or, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s the right to cure as set forth do so and in this paragraphdefault of its obligations hereunder, fails to complete Closing, Seller shall be entitled have the right 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 terminate this Agreement, and upon receiving notice from Seller of Buyer’s uncured defaultsuch termination, Escrow Agent shall disburse pay the deposit Deposit and all interest accrued thereon to Seller. Except as provided in this Section, such payment of the Deposit and all accrued interest to Seller as shall be deemed to be liquidated damagesdamages for Buyer’s default and the receipt of same shall be Seller’s exclusive and sole remedy; and Seller hereby waives any right to recover the balance of the Purchase Price, or any part thereof, and upon such disbursement this Agreement shall terminate and be of no further force the right to pursue any other remedy permitted at law or effect except as otherwise expressly provided hereinin equity against Buyer. In such event, Seller and Buyer The parties agree that it would be impractical impracticable and extremely difficult to estimate ascertain the actual damages suffered by Seller as a result of Buyer’s failure to complete the purchase of the Property pursuant to this Agreement, and that Seller may suffer. Thereforeunder the circumstances existing as of the date of this Agreement, Seller and Buyer agree that the liquidated damages provided for in this Section represent a reasonable estimate of the total net detriment damages which Seller will incur as a result of such failure. The parties acknowledge that Seller would suffer in the event payment 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 under any legal or equitable theory, but 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 constitute liquidated damages for said breachto Seller. Notwithstanding the foregoing, the limitation of remedies and liabilities set forth in this Section shall not apply to an indemnification provision stated in or incorporated by reference into this Agreement that survives the termination of this Agreement.

Default by Buyer. In the event of the failure or refusal of the Buyer to close this transactionIf Buyer, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s the right to cure as set forth do so and 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 default of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices its obligations under this Agreement, fails to complete Closing or materially breaches any material obligation under this Agreement, Seller, as its sole and upon receiving exclusive remedy, shall have the right, provided Seller has given Buyer written notice from Seller of such default and Buyer’s uncured default's failure to cure such default within five (5) business days following such notice being given (other than a failure to post the Xxxxxxx Money or a failure to consummate a Closing on the Closing Date, Escrow Agent neither of which shall disburse the deposit be subject to Seller a notice and cure period), to terminate this Agreement and retain all Xxxxxxx Money (including all interest thereon) 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 in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Deposit amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and 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 nothing contained herein shall limit Seller’s sole remedy (whether at law or in equity), shall be the ’ right to receive seek and retain obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the full amount termination 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 breachthis Agreement.

Default by Buyer. In If Buyer defaults in performing its obligations under this Agreement in any material respect (except in the event case of the Buyer’s failure or refusal of the Buyer to close this transactionon the Final Closing Date, 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, which case there shall be entitled to retain all deposits posted by Buyer no cure period), 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 such default that remains continues uncured for calendar five (5) days after Seller gives Buyer written notice thereof delivered of such default, then for so long thereafter as other notices such default continues uncured, Seller, as its sole and exclusive remedy for any such default, shall be entitled to terminate this Agreement by giving Buyer written notice to such effect, and thereafter (i) Escrow Agent shall deliver the Exxxxxx Money to Seller, (ii) to the extent the TPG Loan has been entered into, Buyer shall cause TPG Lender to reduce the balance of the TPG Loan by $1,000,000.00 (the “TPG Loan Credit”), (i) and (ii) collectively as liquidated damages for Buyer’s default, and (iii) to the extent entered into, the Ground Lease shall be terminated as of the date of the termination of this Agreement, and neither party shall thereafter have any further rights or liabilities under this Agreement, except any obligation that, pursuant to the terms of this Agreement, specifically survives the termination of this Agreement. The parties acknowledge that the actual amount of damage resulting from a default by Buyer would be difficult or impossible to accurately ascertain, and that the foregoing sum is a reasonable estimate of such damages under the circumstances existing as of the date of this Agreement. The parties further acknowledge that the TPG Loan Credit is being provided in lieu of Buyer depositing an additional $1,000,000.00 of exxxxxx money at the Initial Closing, therefore the TPG Loan Credit is a material element of the transaction contemplated 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 TPG Lender agrees that it would be impractical and extremely difficult will properly credit the $1,000,000.00 against to estimate the damages that Seller may suffer. Therefore, Seller and Buyer agree that the reasonable estimate balance of the total net detriment that Seller would suffer TPG Loan, in the event of Buyer’s Default, default under this Agreement (subject to any grace and cure period provided herein) and Seller’s sole remedy (whether termination of this Agreement in accordance with this Section 11.2(a). In the event TPG Lender fails to provide Seller the TPG Loan Credit as contemplated by this Section 11.2(a), then notwithstanding anything herein to the contrary, Seller shall be entitled to pursue any and all remedies against Buyer and/or TPG Lender, which may be available at law or and/or in equity), shall be including but not limited to damages in the right to receive and retain the full amount of the deposit(sExxxxxx Money and TPG Loan Credit (excluding, however, special, consequential and punitive damages), 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. In the event of the failure or refusal of the Buyer to close this transactionIf Buyer, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s the right to cure as set forth do so and 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 default of any Buyer default that remains uncured for calendar days after Seller gives Buyer written notice thereof delivered as other notices its obligations under this Agreement, fails to complete Closing or materially breaches any material obligation under this Agreement, Seller, as its sole and upon receiving exclusive remedy, shall have the right, provided Seller has given Buyer written notice from Seller of such default and Buyer’s uncured default's failure to cure such default within five (5) business days following such notice being given (other than a failure to post the Xxxxxxx Money or a failure to consummate a Closing on the Closing Date, Escrow Agent neither of which shall disburse the deposit be subject to Seller a notice and cure period), to terminate this Agreement and retain all Xxxxxxx Money (including all interest thereon) 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 in which event, Seller both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Xxxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring 40 actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Sellers 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), nothing contained herein shall be the limit Sellers’ right to receive seek and retain obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the full amount termination 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 breachthis Agreement.

Default by Buyer. In the event the transaction herein provided shall not close by reason 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 default (all conditions benefiting Buyer under Section 4 having been satisfied or waived in writing), then Seller may terminate this paragraphAgreement and (1) if there is an Escrow Deposit, then the Escrow Deposit shall be entitled delivered 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, Seller as agreed full compensation 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 AgreementAgreement for such failure to close, and upon receiving notice from Seller of Buyer’s uncured default(2) if there is no Escrow Deposit, 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), then Buyer shall pay to Seller an amount (the sum “Liquidated Damages Amount”) equal to 5% of $ , all of which shall serve the Purchase Price as agreed full compensation and liquidated damages under this Agreement for said breachsuch failure to close. In connection with the foregoing, the parties recognize that Seller will incur expense in connection with the transaction contemplated by this Agreement and that the property will be removed from the market; further, that it is extremely difficult and impracticable to ascertain the extent of detriment to Seller caused by the breach by Buyer under this Agreement and the failure of the consummation of the transaction contemplated by this agreement or the amount of compensation Seller should receive as a result of Buyer’s breach or default, and that the Escrow Deposit (or, if there is no Escrow Deposit, the Liquidated Damages Amount) represents the parties’ best current estimate of such detriment. In the event the sale of the Property shall not be consummated on account of Buyer’s default, then the retention of the Escrow Deposit (or if there is no Escrow Deposit, payment of the Liquidated Damages Amount) shall be Seller’s sole and exclusive remedy under this Agreement by reason of such default, subject to the provisions of this Agreement that expressly survive a termination of this Agreement. This Section 9.2 shall survive any termination of the Agreement.

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 Xxxxx 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 Xxxxxx and Buyer Xxxxx agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, Seller Xxxxxx and Buyer Xxxxx agree that the reasonable estimate of the total net detriment that Seller would suffer in the event of BuyerXxxxx’s Default, and SellerXxxxxx’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 BuyerXxxxx’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. (a) If Buyer fails to timely deposit the Xxxxxxx Money as required herein, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. (b) In the event of any other default on the failure or refusal part of the Buyer to close this transactionBuyer, without fault on Seller's part and without failure of title, Seller, subject to Buyer’s right to cure other than as set forth in this paragraphSection 13.1(a) above, shall be entitled to retain all deposits posted by Buyer and any other sums paid by Buyer hereunder including, but not limited toto Buyer's failure to consummate the Closing on the Closing Date, any improvements made Seller shall have the right, but not the obligation, provided Buyer has failed 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 cure such default that remains uncured for calendar within five (5) business days after Seller gives Buyer following written notice thereof being delivered as other notices to Buyer by Seller, and provided Seller is not in default of its obligations under this Agreement, to terminate this Agreement and upon receiving notice from Seller of Buyer’s uncured default, Escrow Agent shall disburse the deposit to Seller retain all Xxxxxxx Money (including all interest earned thereon) 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 in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Xxxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages. Notwithstanding the foregoing, Buyer and 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 nothing contained herein shall limit Seller’s sole remedy (whether at law or in equity), shall be the 's right to receive seek and retain obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the full amount termination 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 breachthis Agreement.