Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED DUE TO ANY DEFAULT UNDER THIS AGREEMENT ON THE PART OF PURCHASER AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE BEEN WAIVED OR SATISFIED, THEN THE DEPOSIT AND OPTION DEPOSIT, IF ANY, SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY SEPARATELY INITIALLING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT, AND OPTION DEPOSIT, IF ANY, HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES AND AS SELLER'S EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT THE CLOSING DOES NOT OCCUR AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER ARISING FROM SUCH FAILURE OF THE SALE TO CLOSE. IN ADDITION, PURCHASER SHALL PAY ALL TITLE, SURVEY AND ESCROW CANCELLATION CHARGES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO (A) THE OTHER PARTY'S OBLIGATION TO INDEMNIFY SUCH PARTY, IF ANY, IN ACCORDANCE WITH THIS AGREEMENT, OR (B) THIRD PARTY CLAIMS. BY THEIR SEPARATELY INITIALING THIS SECTION 1.6 BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS EXECUTED. Purchaser's Initials /s/ ADG Seller's Initials /s/ TK -------- -------
Deposit as Liquidated Damages. The Deposit shall be held by Escrow Agent and applied at Closing when the transaction is consummated or otherwise applied in accordance with the terms hereof. In the event of a default by Purchaser hereunder, Seller shall be entitled to the Deposit as liquidated damages as its sole and exclusive legal and equitable remedy; provided, however, that in addition thereto, Purchaser shall be solely responsible for all of its indemnification obligations under this Agreement. In the event of a default by Seller hereunder, Purchaser shall have the right to terminate this Agreement and shall be entitled to (i) a return of the Deposit and, in the event Seller has conveyed the Property to a third party only, reimbursement of its Pursuit Costs, or (ii) or seek specific performance of this Agreement, provided such specific performance action is brought within ninety (90) days after the date Seller defaults under the terms of this Agreement, as its sole and exclusive remedies. In the event an action for specific performance has not been filed within such ninety (90) day period, Purchaser shall be deemed to have elected to terminate this Agreement and be entitled to a return of the Deposit as its remedy for Seller’s default hereunder. Notwithstanding anything contained herein to the contrary, in the event an action is brought to enforce the terms of this Agreement, the non-prevailing party shall reimburse the prevailing party for its reasonable attorneys’ fees, court costs and legal expenses incurred in such action.
Deposit as Liquidated Damages. The Deposit shall be held by Escrow Agent and applied against cash due at Closing when the transaction is consummated. In the event of failure of any condition precedent, the Deposit shall be returned to Purchaser upon demand. In the event Purchaser fails to close on its purchase of the Subject Premises at Closing, which default remains uncured for a period of ten (10) days after written notice thereof is received by Purchaser, Seller shall be entitled to the Deposit as liquidated damages as its sole and exclusive remedy. In the event of a default by Seller hereunder, Purchaser shall be entitled to: (i) exercise its right to terminate this Agreement in which event it shall receive a return of the Deposit and Seller shall reimburse Purchaser for Purchaser's actual out-of-pocket costs and expenses incurred in connection with this transaction not to exceed the sum of Twenty Thousand and 00/100 ($20,000.00) Dollars per Property; or (ii) to maintain an action against Seller for specific performance, provided such action is commenced within six (6) months of the scheduled Closing Date. In the event that any action is brought to enforce the terms and conditions of this Agreement, the non-prevailing party in such action shall be responsible for payment of all reasonably attorneys' fees, court costs and legal expenses incurred by the prevailing party. Nothing in this Section 14 shall be deemed a limitation on Purchaser's and Seller's rights to enforce any indemnification provisions set forth in this Agreement or in the closing documents to be executed and/or delivered at Closing.
Deposit as Liquidated Damages. FROM AND AFTER THE DATE HEREOF, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER Buyer: Sellers: CarrAmerica Realty Corporation OIC 315, OIC 510, OIC 606, OIC 607, OIC 609, OIC 751 and OIC 901
Deposit as Liquidated Damages. In the event that Sellers or Buyer terminate this Agreement other than a termination of this Agreement by Buyer pursuant to Section 9.1(e) hereof, then the entire amount of the Initial Deposit and, if applicable, the Extension Payment shall be retained by Sellers as non-refundable liquidated damages in full settlement of any Damages of any kind that Sellers may suffer or allege to suffer as the result thereof. It is understood and agreed that the amount of liquidated damages represents Sellers’ and Buyer’s reasonable estimate of actual Damages resulting from such termination and does not constitute a penalty. Except as otherwise provided in Section 5.13 hereof, such liquidated damages shall be the sole and exclusive remedy of Sellers against Buyer for Buyer’s breach in the event of any such termination, provided, however, that Sellers shall be entitled to recover attorneys fees pursuant to Section 5.10 as provided therein or Section 11.12 hereof. The parties have placed their initials below to further evidence their agreement with the foregoing liquidated damages provision. WDLP: WDLP-Sub: Xxxxx: Xxxxx-Sub: Buyer: ______
Deposit as Liquidated Damages. The Deposit (including any interest accrued thereon) shall be retained by Seller as liquidated damages pursuant to Section 16 hereof, if the Close of Escrow does not occur by the Final Closing Date as a result of Buyer's default. If the Close of Escrow does not occur for any reason other than Buyer's default, the Deposit shall be returned to the Buyer.
Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER SHALL PROMPTLY PAY OVER TO SELLER THE EARNXXX XXXEY DEPOSIT, IF ANY,
Deposit as Liquidated Damages. The Deposit shall be held by Escrow Agent and applied at Closing when the transaction is consummated or otherwise applied in accordance with the terms hereof. In the event of a default by Purchaser hereunder, Seller shall be entitled to the Deposit as liquidated damages as its sole and exclusive remedy; provided, however, that in addition thereto, Purchaser shall be solely responsible for all of its indemnification obligations under this Agreement, and shall also be responsible to reimburse Seller for any all legal fees, costs or expenses incurred by Seller in connection with the enforcement of this Agreement. In the event of a default by a Seller hereunder, Purchaser may terminate this Agreement and shall be entitled to a return of the Deposit, or may seek specific performance of this Agreement, provided such specific performance action is brought within ninety (90) days after the date such Seller defaults under this Agreement, as its sole and exclusive remedies.
Deposit as Liquidated Damages. The Deposit shall be held by Escrow Agent and applied against cash due at Closing when the transaction is consummated. In the event of failure of any condition precedent, the Deposit shall be promptly returned to Purchaser. In the event of a default by Purchaser hereunder, which default remains uncured for a period of ten (10) days after written notice thereof is received by Purchaser, Seller shall be entitled to the Deposit as liquidated damages as its sole and exclusive remedy. In the event of a default by Seller hereunder prior to Closing, Purchaser shall be entitled to
(i) elect to terminate this Agreement by sending written notice to Seller, in which event Purchaser shall receive a refund of the Deposit and Seller shall pay to Purchaser an amount equal to Purchaser's out-of-pocket costs and expenses incurred in this transaction up to an amount not to exceed [DOLLARS], or (ii) maintain an action for specific performance. In the event an action is brought by any party to enforce this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable attorneys' fees, court costs and legal expenses incurred in such action.
Deposit as Liquidated Damages. FROM AND AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THE TITLE INSPECTION PERIOD, AS SUCH TERMS ARE DEFINED HEREINBELOW (THE "APPROVAL DATE"), IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED FOR ANY REASON OTHER THAN A DEFAULT UNDER THIS AGREEMENT ON THE PART OF SELLER OR AS THE RESULT OF PURCHASER EXERCISING ITS RIGHT TO TERMINATE UNDER SECTION 7.1 BELOW, AND SELLER IS READY, WILLING AND ABLE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND ALL CONDITIONS PRECEDENT TO CLOSING HAVE WAIVED OR SATISFIED, THEN SELLER SHALL BE ENTITLED TO DRAW DOWN THE LETTER OF CREDIT AS LIQUIDATED DAMAGES, AND THE DEPOSIT, AND EXTENSION DEPOSIT(S), IF ANY, SHALL BE REFUNDED TO PURCHASER. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT THAT THE SALE IS NOT CONSUMMATED WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE BY SEPARATELY INITIALLING
