Defaults by Buyer. If there is any default by Buyer under this Agreement, following notice to Buyer and seven (7) days, during which period Buyer may cure the default, then Seller may, as its sole remedy, declare this Agreement terminated, in which case the Deposit shall be paid to Seller as liquidated damages and each party shall thereupon be relieved of all further obligations and liabilities, except any which survive termination. In the event this Agreement is terminated due to the default of Buyer hereunder, Buyer shall deliver to Seller, at no cost to Seller, the Due Diligence Items and all of Buyer's Reports.
Defaults by Buyer. If there is any default by Buyer under this Agreement, following notice to Buyer and seven (7) days, during which period Buyer may cure the default, then Seller may, as its sole remedy, declare this Agreement terminated, in which case the Deposit (but not the Escrowed Equity) shall be paid to Seller as liquidated damages, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and each party shall thereupon be relieved of all further obligations and liabilities, except any which survive termination. Notwithstanding the foregoing, Buyer’s right to cure shall not be applicable to a failure to close and the Closing shall in no event be extended pursuant to this Section. In the event this Agreement is terminated due to the default of Buyer hereunder, Buyer shall deliver to Seller, at no cost to Seller, the Due Diligence Items and, if requested in writing by Seller, any or all of Buyer’s Reports.
Defaults by Buyer. If there is any default by Buyer under this Agreement, following notice to Buyer and seven (7) days, during which period Buyer may cure the default, Seller may, as its sole remedy, declare this Agreement terminated, in which case the Deposit shall be paid to Seller as liquidated damages and each party shall thereupon be relieved of all further obligations and liabilities, except any which survive termination. The foregoing notwithstanding, no right to cure shall extend the Close of Escrow. In the event this Agreement is terminated due to the default of Buyer hereunder, Buyer shall, in addition, deliver to Seller, at no cost to Seller, the Due Diligence Items.
Defaults by Buyer. If there is any material default by Buyer under this Agreement, following notice to Buyer and seven (7) days, during which period Buyer may cure the default, then Seller may, as its sole remedy, declare this Agreement terminated, in which case the Deposit shall be paid toSeller as liquidated damages and each party shall thereupon be relieved of all further obligations and liabilities, except any which survive termination. Notwithstanding the foregoing, Buyer's right to cure shall not be applicable to a failure to close and the Closing shall in no event be extended pursuant to this Section. In the event this Agreement is terminated due to the default of Buyer hereunder, Buyer shall deliver to Seller, at no cost to Seller, the Due Diligence Items and any or all of Buyer's Reports.
Defaults by Buyer. BUYER AND SELLER AGREE THAT IF THERE IS ANY DEFAULT BY BUYER UNDER THIS AGREEMENT, FOLLOWING NOTICE TO BUYER AND SEVEN (7) DAYS, DURING WHICH PERIOD BUYER MAY CURE THE DEFAULT, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX SELLER’S ACTUAL DAMAGES FOR, AMONG OTHER ITEMS, TAKING OR HAVING THE PROPERTY OFF THE MARKET, AND BUYER AND SELLER AGREE THAT THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES IF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO BUYER’S DEFAULT. IN ADDITION, BUYER DESIRES TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT, AND SELLER DESIRES TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF SELLER WERE REQUIRED TO FILE A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. THEREFORE, IF THE CLOSE OF ESCROW FAILS TO OCCUR DUE TO THE DEFAULT OF BUYER (BEYOND ANY APPLICABLE NOTICE AND CURE PERIOD), THEN UPON THE WRITTEN DEMAND OF SELLER THIS AGREEMENT AND THE ESCROW SHALL BE TERMINATED AND CANCELLED. IN SUCH EVENT, (A) ESCROW HOLDER SHALL RETURN ALL DOCUMENTS AND INSTRUMENTS TO THE PARTIES WHO DEPOSITED SAME, (B) ALL TITLE AND ESCROW CANCELLATION CHARGES SHALL BE CHARGED TO BUYER, (C) ESCROW HOLDER SHALL RELEASE THE DEPOSIT TO SELLER AS LIQUIDATED DAMAGES FOR BUYER’S FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (D) BUYER SHALL DELIVER TO SELLER, AT NO COST TO SELLER, THE DUE DILIGENCE ITEMS AND, IF REQUESTED IN WRITING BY SELLER, ANY OR ALL OF BUYER’S REPORTS, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF BUYER’S DEFAULT SHALL BE LIMITED TO THE RECEIPT OF THE DEPOSIT AND SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO SPECIFIC PERFORMANCE THAT SELLER MAY HAVE); PROVIDED, HOWEVER, THAT THIS LIQUIDATED DAMAGES PROVISION SHALL NOT LIMIT SELLER’S RIGHT TO RECEIVE REIMBURSEMENT FOR OR RECOVER DAMAGES IN CONNECTION WITH BUYER’S INDEMNITY OF SELLER PURSUANT TO SECTION 5.3, AND/OR RECOVER ATTORNEYS’ FEES AND COURT COSTS PURSUANT TO SECTION 18. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.
Defaults by Buyer. If there is any default by Buyer under this Agreement prior to the last Closing or if Buyer fails to timely construct the Access Improvements contemplated by the Access Easement Agreement in accordance with the provisions of Section 4 thereof, then Mission may, at Mission's option, (a) since damages may be difficult to ascertain, retain the Deposit as liquidated damages, and declare this Agreement terminated in which case each party shall be relieved of all further obligations hereunder, or (b) if such default is the failure of Buyer to comply with any obligations of Buyer hereunder (other than the obligation of Buyer to close hereunder, or the obligations set forth in Section 3.6 with respect to submittal of documents or obtaining approvals by set deadlines), including, without limitation, Buyer's failure to comply with any of its obligations which survive the termination of this Agreement, bring an action against Buyer for damages. In addition to any default by Buyer hereunder resulting from any failure by Buyer to comply with any of Buyer's obligations hereunder, Buyer shall be in default hereunder if Buyer shall file a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any similar act of any state, or shall voluntarily take advantage of any such law or act by answer or otherwise, or shall be dissolved or shall make an assign- ment for the benefit of creditors or if involuntary proceedings under any such bankruptcy or insolvency law or for the dissolution of Buyer shall be instituted against Buyer or a receiver or trustee shall be appointed for the interest of Buyer under this Agreement or for all or substantially all of the property of Buyer, and such proceedings shall not be dismissed or such receivership or trusteeship vacated within 60 days after such institution or appointment. The foregoing shall be the sole remedies of Mission, and Mission shall not be entitled to, and hereby waives all rights to seek, specific performance of this Agreement.
Defaults by Buyer. Upon the occurrence of any of the following events: (i) Xxxx shall not have received any payment due from Buyer hereunder by the date such payment is due under this Agreement, and such failure shall remain uncured for a period of two (2) business days after written notice thereof; (ii) the failure of Buyer to perform any other obligation in this Agreement and such failure is not excused or cured within five (5) business days after written notice thereof; (iii) the occurrence of a Bankruptcy Event with respect to Buyer or its Affiliates; or (iv) the failure by any Performance Assurance provider of Buyer to perform any obligation of such Performance Assurance provider under any document executed and delivered in connection herewith, and such failure shall remain uncured for a period of three (3) business days after written notice thereof; then Xxxx, in its sole discretion and without prior notice to Buyer, may do any one or more of the following: (a) suspend performance under the Agreement; (b) terminate the Agreement, whereby any and all obligations of Buyer, including payments due, will, at the option of Xxxx, become immediately due and payable; and/or (c) Set-off against any amount that Xxxx owes to Buyer under this Agreement. If Xxxx suspends performance and withholds delivery of the Product as permitted above, it may sell the Product to a third party and deduct from the proceeds of such sale the purchase price and all reasonable costs resulting from Buyer's default as identified above, including, without limitation, all costs associated with the transportation, storage, and sale of the Product. The foregoing rights, which shall include, but not be limited to, specific performance, shall be cumulative and alternative and in addition to any other rights or remedies to which Xxxx may be entitled at law or in equity. In addition, Xxxx shall be entitled to recover from Buyer all court costs, attorneys' fees and expenses incurred by Xxxx in connection with Buyer's default, and interest on past due amounts at the Default Rate. "Set-off" means set-off, offset, combination of accounts, netting of dollar amounts of monetary obligations, right of retention or withholding or similar right to which Xxxx is entitled (whether arising under this Agreement, applicable law, or in equity) that is exercised by Xxxx. "Bankruptcy Event" means the occurrence of any of the following events with respect to a Person: (i) filing of a petition or otherwise commencing, authorizing ...
Defaults by Buyer. If there is any default by Buyer under this Agreement, which continues following notice to Buyer and seven (7) days thereafter, during which period Buyer may cure the default, Seller may, as its sole remedy, declare this Agreement terminated, in which case the Deposit shall be paid to Seller as liquidated damages, and not as a penalty, and each party shall thereupon be relieved of all further obligations and liabilities, except any which survive termination. The parties agree that Seller will suffer damages in the event of Buyer’s default on its obligations. Although the amount of such damages at this time is difficult or impossible to determine, the parties agree that the amount of the xxxxxxx money is a reasonable estimate of Seller’s loss in the event of Buyer’s default under this Agreement. The foregoing notwithstanding, no right to cure shall extend the Close of Escrow. If this Agreement is terminated due to the default of Buyer hereunder, Buyer shall, in addition, deliver to Seller, at no cost to Seller, the Due Diligence Items.
Defaults by Buyer. If the Closing fails to occur on account of any default by Buyer under this Agreement (for any reason other than a default by Seller), then Seller may, as its sole remedy, declare this Agreement terminated, in which case the Deposit shall be paid to Seller as liquidated damages (the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Buyer's default, said Deposit is a reasonable estimate of Seller's probable loss in the event of a default by Buyer, and Seller's retention of said Deposit is intended not as a penalty, but as full liquidated damages), and each party shall thereupon be relieved of all further obligations and liabilities, except any which survive termination. In the event this Agreement is terminated due to the default of Buyer hereunder, Buyer shall deliver to Seller, at no cost to Seller, the Due Diligence Items and all of Buyer's Reports in accordance with Section 5.1.2 above.
Defaults by Buyer. If there is any default by Buyer under this Agreement, following notice to Buyer and seven (7) days, during which period Buyer may cure the default, Seller may, as its sole remedy, declare this Agreement terminated, in which case the Initial Deposit, if such default occurs prior to one (1) business day following the conclusion of the Due Diligence Period, or the Deposit, if such default occurs one (1) business day or more following the conclusion of the Due Diligence Period, shall be paid to Seller as liquidated damages and each party shall thereupon be relieved of all further obligations and liabilities, except any which survive termination. The foregoing notwithstanding, no right to cure shall extend the Close of Escrow. In the event this Agreement is terminated due to the default of Buyer hereunder, Buyer shall, in addition, deliver to Seller, at no cost to Seller, the Due Diligence Items.
