Common use of Default Remedies of Sellers Clause in Contracts

Default Remedies of Sellers. (a) If a Buyer Default exists on or before the Closing Date, Sellers may, in their sole and absolute discretion, elect to either (1) waive such condition in writing (in which case this Agreement shall continue in full force and effect and Sellers shall have no further rights or remedies in connection with the facts or circumstances which caused such Buyer Default), or (2) provided the notice and cure procedures described in Section 16.2(b) have been followed, if applicable, to cancel the Escrow by Notice to Buyer and Escrow Holder, in which case the Escrow Holder shall deliver the Deposit to Sellers as liquidated damages (which shall be Sellers’ sole and exclusive remedy against Buyer under this Agreement, at law or in equity), at which time this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement, except for Surviving Obligations. Sellers and Buyer acknowledge and agree that (i) the Deposit is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Sellers as a result of having withdrawn the Properties from sale and the failure of Closing to occur due to a Buyer Default; (ii) the actual damages suffered and costs incurred by Sellers as a result of such withdrawal and failure to close due to a Buyer Default would be extremely difficult and impractical to determine; (iii) Buyer seeks to limit its liability under this Agreement to the amount of the Deposit in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a Buyer Default; and (iv) the Deposit shall be and constitutes valid liquidated damages. (b) If Sellers wish to pursue option (2) in Section 16.2(a), Sellers shall give the Buyer Notice thereof and Buyer shall have ten (10) Business Days to cure such Buyer Default. Notwithstanding the foregoing, Buyer shall not be entitled to any notice or cure period with respect to a Buyer Default arising from a breach of Buyer’s obligations under Section 5.3 or if Buyer otherwise fails to timely consummate the transactions contemplated hereby when obligated to do so. If any cure period contemplated by this Section 16.2(b) will not expire prior to the date established as the Closing Date, the Closing Date shall automatically be extended to the Business Day immediately following the day on which the cure period expires but in no event shall such cure period or the Closing Date be extended beyond June 30, 2015. If Buyer fails to cure such Buyer Default within such applicable period, then Sellers shall have the rights set forth in Section 16.2(a). (c) If Sellers cancel the Escrow under this Section 16.2, all costs of the Escrow shall be paid by Buyer.

Default Remedies of Sellers. (a) If a Buyer Default exists on or before the Closing Date, Sellers may, in their Sellers’ sole and absolute discretion, elect rights with respect to either such failure shall be to (1) waive such condition in writing (in which case this Agreement shall continue in full force and effect and Sellers Seller shall have no further rights or remedies in connection with the facts or circumstances which caused such Buyer Default), or (2) provided the notice and cure procedures described in Section 16.2(b17.2(b) have been followed, if applicable, to cancel the Escrow by Notice written notice to Buyer and Escrow Holder, in which case the Escrow Holder Agent shall deliver the Deposit to Sellers as liquidated damages (which shall be Sellers’ sole Seller and exclusive remedy against Buyer under this Agreement, at law or in equity), at which time this Agreement shall be null and void and neither party the parties shall have any no further rights or obligations under this Agreement, except for Agreement (other than the Buyer Surviving Obligations and the Seller Surviving Obligations. Sellers and Buyer acknowledge and agree that (i) the Deposit is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Sellers as a result of having withdrawn the Properties from sale and the failure of Closing to occur due to a Buyer Default; (ii) the actual damages suffered and costs incurred by Sellers as a result of such withdrawal and failure to close due to a Buyer Default would be extremely difficult and impractical to determine; (iii) Buyer seeks to limit its liability under this Agreement to the amount of the Deposit in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a Buyer Default; and (iv) the Deposit shall be and constitutes valid liquidated damages). (b) If Sellers wish the failure of condition relates to pursue option (2a Buyer Default under Section 15.2(c) in or Section 16.2(a15.2(d), Sellers shall give the Buyer Notice Buyer’s notice thereof and Buyer shall have ten (10) Business Days to cure any such Buyer Defaultdefault, including by performing or by causing to be performed EAGL’s covenants hereunder. Notwithstanding the foregoing, Buyer shall not be entitled to any notice or If such cure period with respect to a Buyer Default arising from a breach of Buyer’s obligations under Section 5.3 or if Buyer otherwise fails to timely consummate the transactions contemplated hereby when obligated to do so. If any cure period contemplated by this Section 16.2(b) will not expire prior to the date established as the Closing Date, then the Closing Date shall automatically be extended to the Business Day immediately following the day on which the cure period expires but in no event shall such cure period or the Closing Date be extended beyond June 30, 2015expires. If Buyer fails is unable to cure cause such Buyer Default condition to be satisfied within such applicable periodten (10) Business Day period and the Closing cannot occur due to an uncured Buyer Default, then Sellers Seller shall have the rights set forth right to cancel the Escrow described in Section 16.2(a)17.2(a) above and to receive the Deposit as liquidated damages. (c) If Sellers cancel the Escrow under this Section 16.217.2, all costs of the Escrow shall be paid by Buyer, and the Deposit shall be paid to Sellers.

Default Remedies of Sellers. (a) If a Buyer Default exists on or before the Closing Date, Sellers may, in their Sellers’ sole rights and absolute discretion, elect remedies with respect to such failure shall be to either (1) waive such condition in writing (in which case this Agreement shall continue in full force and effect and Sellers Seller shall have no further rights or remedies in connection with the facts or circumstances which caused such Buyer Default), or (2) provided the notice and cure procedures described in Section 16.2(b17.2(b) have been followed, if applicable, to cancel the Escrow by Notice written notice to Buyer and Escrow Holder, in which case the Escrow Holder Agent shall deliver the Deposit to Sellers as liquidated damages (which shall be Sellers’ sole Seller and exclusive remedy against Buyer under this Agreement, at law or in equity), at which time this Agreement shall be null and void and neither party the parties shall have any no further rights or obligations under this Agreement, except for Agreement (other than the Buyer Surviving Obligations and the Seller Surviving Obligations. Sellers and Buyer acknowledge and agree that (i) the Deposit is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Sellers as a result of having withdrawn the Properties from sale and the failure of Closing to occur due to a Buyer Default; (ii) the actual damages suffered and costs incurred by Sellers as a result of such withdrawal and failure to close due to a Buyer Default would be extremely difficult and impractical to determine; (iii) Buyer seeks to limit its liability under this Agreement to the amount of the Deposit in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a Buyer Default; and (iv) the Deposit shall be and constitutes valid liquidated damages). (b) If Sellers wish the failure of condition relates to pursue option (2a Buyer Default under Section 15.2(c) in or Section 16.2(a15.2(d), Sellers shall give the Buyer Notice Buyer’s notice thereof and Buyer shall have until the earlier of ten (10) Business Days to cure such Buyer Default. Notwithstanding the foregoing, Buyer shall not be entitled to any notice or cure period with respect to a Buyer Default arising from a breach of Buyer’s obligations under Section 5.3 or if Buyer otherwise fails to timely consummate the transactions contemplated hereby when obligated to do so. If any cure period contemplated by this Section 16.2(b) will not expire prior to the date established as the Closing Date, the Closing Date shall automatically be extended to the Business Day immediately following the day on which the cure period expires but in no event shall such cure period or the Closing Date be extended beyond June 30, 2015to cure any such default. If Buyer fails is unable to cure cause such Buyer Default condition to be satisfied within such applicable periodperiod and the Closing cannot occur due to an uncured Buyer Default, then Sellers Seller shall have the rights set forth in Section 16.2(a)right, as its sole and exclusive remedy, to cancel the Escrow and receive the Deposit as liquidated damages. (c) If Sellers cancel the Escrow under this Section 16.217.2, all costs of the Escrow shall be paid by Buyer, and the Deposit shall be paid to Sellers.