Default; Liquidated Damages. If Buyer defaults under this Contract after the Deposit has been paid, the Deposit shall be remitted to and retained by Seller as liquidated damages, and thereupon, the parties shall be relieved of all further liability under this Contract except as other- wise specifically set forth herein. In the event that legal action is commenced to enforce any provision of this Contract, the prevailing party shall be entitled to reimbursement of court costs and attorneys fees incurred therein.
Default; Liquidated Damages. Purchaser and Seller acknowledge that it would be extremely impractical and difficult to ascertain the actual damages that would be suffered by Seller if Purchaser fails to consummate the purchase and sale contemplated herein (for any reason other than Seller’s covenants and agreements hereunder or the failure of any other of the conditions to Purchaser’s obligation to close hereunder). Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, and the other damages, general and special that Purchaser and Seller realize and recognize Seller would Sustain, but that Seller cannot calculate with absolute certainty. Based on all those considerations, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to be equal to the Xxxxxxx Money. Accordingly, if all conditions precedent to Purchaser’s obligation to consummate the transactions herein contemplated have been waived or satisfied and if Seller has performed its covenants and agreements hereunder, but Purchaser has breached its covenants and agreements herein by the date of Closing, then the Escrow Agent shall pay the Xxxxxxx Money to Seller as full and complete liquidated damages and as Seller’s sole and exclusive remedy for such default by Purchaser. Upon proper payment of the Xxxxxxx Money to Seller, no party to this Agreement shall have any liability to any other party to this Agreement; and this Agreement shall, in its entirety, be deemed null, void and of no further force and effect. If Seller has breached its covenants and agreements under this Agreement and has failed, refused or is unable for any reason to consummate the purchase and sale contemplated herein by the date of Closing, then Purchaser, by written notice to the Escrow Agent, shall be entitled to a return of the Xxxxxxx Money, and Purchaser may bring suit for specific performance and/or damages against Seller. If the contingencies in this Agreement (and specifically as provided in Paragraph 3.2(c)) fail to occur within the periods provided therein, this Contract shall be null and void and Xxxxxxx Money shall be refunded to Purchaser.
Default; Liquidated Damages. If the basic rent or any portion thereof due under the terms of this lease is not paid when due and shall remain unpaid for a period of fifteen (15) days after notice thereof in writing, or if Lessee shall fail to perform promptly any other covenant, term, or condition required by this lease to be performed by Lessee, and such failure shall continue for a period of fifteen (15) days after notice thereof in writing specifying the nature of such failure, Lessee shall be in default. Because of the nature of the property leased hereunder, the involvement of common carriers, and the public purpose to be served by this lease, the parties hereby agree that this lease and each of the terms thereof shall be specifically enforceable. Additionally, however, the parties agree that if specific enforcement of this lease cannot be invoked to provide an adequate remedy, then and in that event only, the following liquidated damages provisions shall apply: The amount of money damages sufficient to remedy a breach of this lease being difficult or impossible to determine, the parties hereby agree that said damages shall be liquidated in an amount equal to the amount of basic rent which would otherwise become due and payable under the unexpired term of this lease plus an amount equal to the reasonable costs incurred in enforcing this lease. No waiver of any breach or breaches of any provision of this lease shall be construed to be a waiver of any preceding or succeeding breach of such provision or any other provision hereof.
Default; Liquidated Damages. (a) In the event the Sale Transaction is not consummated within the Outside Date, Seller may, as its sole and exclusive remedy for such default, terminate this Agreement by written notice to Purchaser, in which event Seller shall be entitled to immediately retain the Exxxxxx Money Deposit; provided, however, that if the Sale Transaction is not consummated within the Outside Date because of the failure by the Seller to deliver the deliverables set forth in Section 1.4(a) herein, Purchaser may, as its sole and exclusive remedy for such default, terminate this Agreement by written notice to Seller, in which event the Exxxxxx Money Deposit shall be immediately returned to Purchaser.
(b) SELLER AND PURCHASER ACKNOWLEDGE THAT SELLER IS VERY DESIROUS OF CLOSING THE SALE TRANSACTION CONTEMPLATED HEREBY WITHIN THE TIME FRAME ESTABLISHED BY THIS AGREEMENT, AND THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY SELLER IN THE EVENT THAT THE SALE TRANSACTION DOES NOT CLOSE WITHIN SUCH TIME FRAME DUE TO PURCHASER’S DEFAULT UNDER THIS AGREEMENT. SELLER AND PURCHASER FURTHER ACKNOWLEDGE THAT SELLER WILL BE ENTITLED TO COMPENSATION IF THE SALE TRANSACTION DOES NOT CLOSE DUE TO PURCHASER’S DEFAULT. THE PARTIES AGREE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, AS OF THE SIGNING OF THIS AGREEMENT, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE EXTENT OF DAMAGES TO SELLER IN THE EVENT OF PURCHASER’S DEFAULT OR THE AMOUNT OF COMPENSATION SELLER SHOULD RECEIVE IN THE EVENT THAT THE SALE TRANSACTION DOES NOT CLOSE DUE TO PURCHASER’S DEFAULT. ACCORDINGLY, THE PARTIES HEREBY AGREE THAT A REASONABLE ESTIMATE OF SUCH DAMAGES OR SUCH COMPENSATION, AS THE CASE MAY BE, IS THE AMOUNT OF THE EXXXXXX MONEY DEPOSIT.
Default; Liquidated Damages. Recipient hereby acknowledges and agrees, that in the event of a breach by Broker of any of its obligations or agreements hereunder, (“Recipient Default”), Marcus will suffer damages in an amount which will, due to the confidential nature of the transaction contemplated herein, be impractical or extremely difficult to ascertain. In addition, Recipient wishes to have a limitation placed upon the liability of Recipient in the event of a Recipient Default. After due negotiation, Marcus and Recipient agree that upon the occurrence of a Recipient Default and provided further that: (a) the Recipient Default results in the sale of the Property; and (b) Marcus is not a party to the sale of the Property; then, Marcus shall be entitled to receive, as liquidated damages from the Recipient, an amount equal to 2.5% of the sales price of the Property. Such sum represents a reasonable estimate of the damages Marcus will sustain in the event of a Recipient Default that results in the sale of the Property.
Default; Liquidated Damages. Subject to the provisions of the Condition headed “Force Majeure”, and, if the Supplier does not deliver, install, or complete (as the case may be) any Services by the due date subject to any Variation and terms of any Work Package and/or Purchase Order, the Supplier shall be in breach of the Contract (but not necessarily material breach), and, where the relevant Work Package or this Contract provides for the payment of liquidated damages, shall pay to BT on request such an amount of liquidated damages as described in the relevant Work Package.
Default; Liquidated Damages. If Buyer defaults under this Agreement and Seller is not in default, all initial and additional deposit funds provided in Paragraph 3 shall be paid over to and retained by Seller, less commissions due, if any, as liquidated damages, and both parties shall be relieved of further liability under this Agreement. If Seller defaults under this Agreement and Buyer is not in default, Buyer shall be entitled to any and all remedies provided by law including, without limitation, specific performance and recovery of amounts spent for mortgage application, appraisal, title search, and tests or inspections.
Default; Liquidated Damages. If the Buyer defaults in his/her/its obligations hereunder, the parties agree that the damages to Seller may be difficult or impossible to determine, and the parties agree that Seller may choose, in Seller’s complete discretion, that either (a) all deposits held in escrow shall become the property of the Seller as liquidated damages, or (b) Seller may bring an action against Buyer for actual damages.
Default; Liquidated Damages. A. Each of the following events shall constitute an "Event of Default" hereunder:
1. A failure to pay when due and payable any amounts owed one party to the other and the continuance of such failure for thirty (30) days after receipt of written notice of nonpayment; or
2. Failure of either party to observe and perform any covenant, condition or agreement on its part required to be observed or performed by this Agreement for a continuous period of sixty (60) days after receipt of written notice from the non-defaulting party, specifying such failure and demanding such failure be corrected; provided, however, if the failure stated in the notice cannot be corrected within such period, the non-defaulting party will not unreasonably withhold its consent to an extension of such period if corrective action is instituted within such period and diligently pursued until the default is corrected.
B. Whenever any Event of Default shall have occurred and be continuing, which Event of Default is substantial and concerns a material provision of this Agreement, the non-defaulting party may terminate this Agreement upon giving thirty (30) days' written notice to the defaulting party. This provision, however, is subject to the condition that if, after sending a notice of termination and prior to the date on which such termination otherwise becomes effective, the defaulting party pays in full any amounts owing under this Agreement or otherwise cures the Event of Default, the notice of termination shall be canceled and the parties shall be restored to their prior position under this Agreement, but no such cancellation shall affect any subsequent default or impair or exhaust any rights or powers arising therefrom.
Default; Liquidated Damages. Notwithstanding the provisions of the foregoing Section 9.2, if Licensee fails to close, Licensor being not in default and all conditions to the obligations of Licensee to close having been satisfied or waived, Licensor's sole remedy shall be the right to terminate this Agreement by fifteen (15) days' written notice to Licensee. Upon such termination:
(a) Licensee shall forfeit all rights and claims pursuant to this Agreement; (b) Licensor shall hold and retain all sums of money paid or payable in accordance with clause (a) of Section 2.4 of this Agreement as liquidated damages for Licensor's default, this Agreement serving without more as an irrevocable direction on behalf of Licensee to Firstar Bank, N.A. to pay such sums to Licensor; and (c) all rights and remedies under this Agreement shall thereupon be void. The parties hereby agree that the aforesaid sums shall be deemed to be adequate but not excessive liquidated damages based upon the following considerations, which Seller and Purchaser agree would constitute damages to Licensor for any default by Licensee but are impossible to quantify, to wit: (a) the removal of the Trade Rights from the market, together with the uncertainty of obtaining a new licensee at the same or greater license fee; (b) the expenses incurred by Licensor, including (but not by way of limitation) attorneys' fees, interest and other costs incidental to the maintenance of Licensor's Mutual Fund business until a new licensee can be identified; and (c) all other expenses incurred by Licensor as a result of Licensee's default.
