Common use of Default; Liquidated Damages Clause in Contracts

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. Purchaser and Seller acknowledge that it would be extremely impractical impracticable and difficult to ascertain the actual damages that would be suffered by Seller if Purchaser fails to consummate the purchase and sale contemplated of the Property herein (for any reason other than Seller’s failure, refusal or inability to perform any of 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 personal expenses of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder; and the other damages, general and special special, that Purchaser and Seller realize and recognize Seller would Sustainwill sustain, but that Seller cannot at this time 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 amount 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 hereunder and has failed, refused or is unable to consummate the purchase and sale of the Property by the date of the Closing, then the Escrow Agent shall pay the Xxxxxxx Money together with any interest earned thereon to Seller as full and complete liquidated damages and as Seller’s sole and exclusive remedy for such default by Purchaserdamages. Upon proper payment delivery of the Xxxxxxx Money to Seller, as above provided, 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 any purchase and sale contemplated herein by the date of Closing, then Purchaser, by written notice to the Escrow Agent, promptly upon request by Purchaser, shall be entitled to a return of the Xxxxxxx MoneyMoney and any interest earned thereon to Purchaser and Purchaser, and Purchaser as its sole remedy, may bring suit either maintain an action for specific performance and/or performance, or seek damages against Seller. If in an amount equal to the contingencies lesser of (a) its actual out-of-pocket expenses incurred in connection with this Agreement transaction or (b) One Hundred Thousand and specifically as provided in Paragraph 3.2(cNo/100 Dollars ($100,000.00)) 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. Purchaser In the event of any default hereunder by Seller, Buyer shall have the right to either cancel this Agreement or to enforce this Agreement by an action for damages or specific performance, or both, or to such other appropriate remedy as may be available. In the event of cancellation by Buyer due to Seller’s breach, the exxxxxx money deposit and Seller acknowledge that it would all other sums deposited by Buyer with Escrow Holder shall be extremely impractical returned to Buyer within five (5) days without further instruction from Seller, without liability to Escrow Holder, and difficult to ascertain the actual damages that would be suffered Buyer shall have no further obligations under this Agreement. IN THE EVENT OF ANY MATERIAL DEFAULT HEREUNDER BY THE BUYER, SELLER MAY, AS ITS SOLE REMEDY AT LAW OR IN EQUITY, CANCEL THIS AGREEMENT BY NOTICE TO BUYER AND THE ESCROW HOLDER, AND THE EXXXXXX MONEY DEPOSIT PAID BY THE BUYER SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES. SELLER’S REMEDY HEREUNDER SHALL BE LIMITED TO SUCH CANCELLATION AND PAYMENT, IT BEING EXPRESSLY AGREED THAT SELLER SHALL HAVE NO RIGHT TO ANY OTHER LEGAL OR EQUITABLE RELIEF FROM BUYER. BUYER AND SELLER AGREE THAT THE AMOUNT OF LIQUIDATED DAMAGES ESTABLISHED HEREIN IS A REASONABLE, PRESENT ESTIMATE OF WHAT SELLER’S DAMAGES WOULD BE IN THE EVENT OF A DEFAULT BY BUYER. Initialed 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 Initialed 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.Buyer

Default; Liquidated Damages. Purchaser and Seller acknowledge that it would In the event of any default hereunder by Seller, Buyer shall have the right to either cancel this Agreement or to enforce this Agreement by an action for damages or specific performance, or both, or to such other appropriate remedy as may be extremely impractical and difficult available. In the event of cancellation by Buyer due 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 breach, the xxxxxxx money deposit and agreements hereunder or the failure of any all other of the conditions sums deposited by Buyer with Escrow Holder shall be returned to Purchaser’s obligation Buyer within five (5) days without further instruction from Seller, without liability to close hereunder). Purchaser Escrow Holder, and Seller Buyer shall have considered carefully the loss to Seller as a consequence of the negotiation and execution of no further obligations under this Agreement. IN THE EVENT OF ANY MATERIAL DEFAULT HEREUNDER BY THE BUYER, and the other damagesSELLER MAY, general and special that Purchaser and Seller realize and recognize Seller would SustainAS ITS SOLE REMEDY AT LAW OR IN EQUITY, but that Seller cannot calculate with absolute certaintyCANCEL THIS AGREEMENT BY NOTICE TO BUYER AND THE ESCROW HOLDER, AND THE XXXXXXX MONEY DEPOSIT PAID BY THE BUYER SHALL BE PAID TO SELLER AS LIQUIDATED DAMAGES. Based on all those considerationsSELLER’S REMEDY HEREUNDER SHALL BE LIMITED TO SUCH CANCELLATION AND PAYMENT, Purchaser and Seller have agreed that the damage to Seller would reasonably be expected to be equal to the Xxxxxxx MoneyIT BEING EXPRESSLY AGREED THAT SELLER SHALL HAVE NO RIGHT TO ANY OTHER LEGAL OR EQUITABLE RELIEF FROM BUYER. AccordinglyBUYER AND SELLER AGREE THAT THE AMOUNT OF LIQUIDATED DAMAGES ESTABLISHED HEREIN IS A REASONABLE, 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 PurchaserPRESENT ESTIMATE OF WHAT SELLER’S DAMAGES WOULD BE IN THE EVENT OF A DEFAULT BY BUYER.

Default; Liquidated Damages. Purchaser and Seller acknowledge (a) In the event that it would be extremely impractical and difficult Buyer shall fail to ascertain the actual damages that would be suffered by Seller if Purchaser fails to consummate the purchase and sale contemplated herein (for perform, observe or comply with any reason other than Seller’s covenants and of its covenants, agreements hereunder or the failure of any other of the conditions to Purchaserobligations hereunder, including, without limitation, Buyer’s obligation to close hereunder). Purchaser and Seller have considered carefully pay the loss to Seller as a consequence of the negotiation and execution of this AgreementDeposit or any part thereof when due, 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 or if Buyer shall otherwise 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 in default hereunder, but Purchaser has breached its covenants and agreements herein the Deposit shall be retained 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 (other than filing a document pursuant to paragraph 22 below), at law and in equity, for Buyer’s breach and as full liquidated damages for such default by Purchaser. Upon proper payment breach in view of the Xxxxxxx Money uncertainty and impossibility of ascertaining such damages to Seller. Seller and Buyer hereby agree that the aforesaid amount constitutes a reasonable forecast of the damages that would be sustained by Seller in the event of breach by Buyer. In such event, no party to this Agreement shall have any liability to any other party to this Agreement; terminate 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 become null and void and Xxxxxxx Money without recourse to the parties hereto and Buyer and Seller shall be refunded released and discharged of all further claims and obligations to Purchasereach other hereunder, except for those obligations that expressly survive the termination of this Agreement. (b) In the event that the sale of the Property shall fail to close as a result of the failure of Seller to perform, observe or comply with any of its covenants, agreements or obligations hereunder (subject to the right of Seller to extend the Closing Date pursuant to Paragraph 11), Buyer shall have the option to (i) commence an action for specific performance of this Agreement, the parties agreeing that Buyer’s actual damages would be difficult or impossible to determine if Seller defaults and the ownership of the Property has a unique value to Buyer or (ii) to terminate this Agreement and receive back the Deposit as Buyer’s sole and exclusive remedy, at law and in equity, for Seller’s breach as full liquidated damages for such breach in view of the uncertainty and impossibility of ascertaining such damages to Buyer. Seller and Buyer hereby agree that the aforesaid amount constitutes a reasonable forecast of the damages that would be sustained by Buyer in the event of breach by Seller and Buyer’s election of option (ii), above. Upon Buyer’s election to terminate, as aforesaid, this Agreement shall terminate and become null and void and without recourse to the parties hereto and, except as otherwise provided herein, and Buyer and Seller shall be released and discharged of all further claims and obligations to each other hereunder.