Default by Purchaser. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE XXXXXXX MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT SHALL BE PAID TO SELLER AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’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 PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 13.2 HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY PURCHASER OF ANY OF THE CLOSING SURVIVING OBLIGATIONS OR THE TERMINATION SURVIVING OBLIGATIONS.
Default by Purchaser. If Purchaser, without the right to do so and in default of its obligations hereunder, fails to complete Settlement or otherwise materially breaches any of its representations, warranties or agreements hereunder, the entire Deposit shall be immediately paid to Seller. Such payment or delivery of the entire Deposit to Seller shall be deemed liquidated damages for Purchaser’s default and the receipt of all such funds 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 the right to pursue any other remedy permitted at law or in equity against Purchaser; provided, however, that the foregoing provisions of this Section 11 shall not limit (a) any obligation of Purchaser under this Agreement or any document delivered at Settlement, that requires performance after Settlement, or any term of this Agreement or such document that survives the expiration or earlier termination hereof, (b) Seller’s right to elect waiver of such uncured default and proceed to Settlement, (c) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (d) Seller’s rights or remedies with respect to any of the foregoing. Purchaser shall in no event have or make or create any cloud on the title to the Property or any part thereof, and hereby waives and relinquishes any such claims against the Property, including, but not limited to, the filing or recording of any lien, lis pendens, affidavit, claim or action affecting title to the Property or any part thereof. Without limiting the generality of the foregoing, Purchaser shall not have, and hereby waives, any vendees’ lien against the Property. The foregoing shall not limit Seller’s remedies under Section 18(i) below.
Default by Purchaser. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein, and if the Closing does not occur by reason of any default of Purchaser, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Purchaser and Seller hereby agree that (a) an amount equal to the Xxxxxxx Money Deposit, together with all interest accrued thereon, is a reasonable estimate of the total net detriment Seller would suffer in the event Purchaser defaults and fails to complete the purchase of the Property, and (b) such amount will be the full, agreed and liquidated damages for Purchaser’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 by Purchaser resulting in the failure of consummation of the Closing, whereupon this Agreement will terminate and Seller and Purchaser 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 Purchaser of any of the Termination Surviving Obligations.
Default by Purchaser. If the sale of the Property as contemplated hereunder is not consummated due to Purchaser's default hereunder, then Seller shall be entitled, as its sole and exclusive remedy for such default, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement and not as a penalty, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Xxxxxxx Money is a reasonable estimate thereof, Seller hereby expressly waiving and relinquishing any and all other remedies at law or in equity. Seller's right to receive the Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to receive the Xxxxxxx Money as full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Purchaser: (a) for specific performance of this Agreement, or (b) to recover any damages of any nature or description other than or in excess of the Xxxxxxx Money. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller's actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages. This Section 6.1 is subject to Section 6.4 hereof.
Default by Purchaser. ALL EARNEST MONEY DEPOSITED INTO THE XXXXXX IS TO SECURE THE TIMELY PERFORMANCE BY PURCHASER OF ITS OBLIGATIONS AND UNDERTAKINGS UNDER THIS AGREEMENT. IN THE EVENT OF A DEFAULT OF THE PURCHASER UNDER THE PROVISIONS OF THIS AGREEMENT, SELLER SHALL RETAIN ALL OF THE EARNEST MONEY AND THE INTEREST TXXXXXX AS SELLER'S SOLE RIGHT TO DAMAGES OR ANY OTHER REMEDY, EXCEPT FOR PURCHASER'S OBLIGATIONS TO INDEMNIFY SELLER AND RESTORE THE PROPERTY AS SET FORTH IN PARAGRAPH 7.1 HEREOF. THE PARTIES HAVE AGREED THAT SELLER'S ACTUAL DAMAGES, IN THE EVENT OF A DEFAULT BY PURCHASER, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE EARNEST MONEY HAS BEEN AGREED UPXX, XXXER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES.
Default by Purchaser. The parties acknowledge that in the event of an Event of Default by Purchaser, Seller’s actual damages would be extremely difficult or impracticable to determine, therefore, the parties agree that the amount of the Deposit plus the Purchaser’s Premium has been agreed upon as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) Business Days after written notice (which written notice shall detail such failure), the Deposit made hereunder by Purchaser, together with all interest thereon, shall be paid to Seller, and Purchaser shall also pay to Seller the Purchaser’s Premium as liquidated damages and such shall be Seller’s sole and exclusive remedy at law or in equity for any default by Purchaser under this Agreement. NOTHING IN THIS SECTION 6.02 SHALL BE DEEMED IN ANY WAY TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENT.
Default by Purchaser. In the event the sale of the Property as contemplated hereunder is not consummated due to Purchaser's default hereunder, Seller shall be entitled, as its sole remedy, to terminate this Agreement and receive the Deposit as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to Seller in the event of such breach are impractical to ascertain and the amount of the Deposit is a reasonable estimate thereof.
Default by Purchaser. If, on or prior to Closing, Purchaser shall have made any representation or warranty herein which shall be untrue or misleading in any material respect, or if Purchaser shall fail to perform any of the covenants and agreements contained herein to be performed by it, Seller, as its sole and exclusive remedy at law or in equity, may terminate this Agreement and retain the Deposit, as liquidated damages and not as a penalty. The parties agree that in the event of such a default, it would be extremely difficult or impossible to determine Seller’s actual damages and that the liquidated damages amount is a reasonable estimate thereof. Following any such termination, no party shall have any rights or obligations hereunder except for the Surviving Obligations.
Default by Purchaser. Should Purchaser fail to close as provided in this Agreement, Purchaser will be in default. Upon default by Purchaser, Seller’s and Auction Firm’s liability hereunder to Purchaser shall absolutely cease, and Auction Firm shall be entitled to retain the Purchaser’s Deposit. If Purchaser has not paid the Buyer’s Deposit in full or if Auction Firm has incurred any expenses due to default by Purchaser, and Purchaser has made payment(s) to Seller, then, upon notice from Auction Firm to the Seller, any payment(s) by Purchaser to Seller (“Payments to Seller”) shall be remitted to Auction Firm by the Seller and shall be subject to use as reimbursement to Auction Firm for any expenses incurred by Auction Firm due to default of Purchaser. The Buyer’s Deposit and the Payment to Seller shall be apportioned to Auction Firm and Seller in the following manner: Auction Firm 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 Purchaser, and Seller will retain the remainder. Additionally, Auction Firm may resort to any other action or remedy in law or equity that may be available.
Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the following events or conditions arise or exist:
(i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or
(ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or
(iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser from Supplier; or
(iv) Purchaser fails to perform any material term or provision of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or
(v) The revocation or other termination of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after written notice of such breach has been received by Guarantor from Supplier.
