Common use of Disposition of Deposit Defaults Clause in Contracts

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by Title Company in accordance with the terms of this Agreement. If Closing is completed, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (i) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, the Deposit shall be paid to Seller as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity, including without limitation the right to specific performance and injunctive relief. (c) In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with the Court of Common Pleas of Berks County, Pennsylvania, and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its negligence or intentional wrongdoing.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by the Title Company in accordance with the terms of this Agreement. If Closing is completed, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (ib) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, Seller shall have the right to be paid the Deposit shall be paid to Seller as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (iic) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete ClosingClosing or otherwise defaults under or breaches this Agreement, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity, including without limitation the right to specific performance and injunctive relief. (cd) If Closing is completed hereunder, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (e) Notwithstanding anything contained in this Section 3, if either party terminates this Agreement as a result of the other's default or pursuant to the exercise of any right of termination conferred by this Agreement, the Title Company shall not disburse the Deposit until the earlier to occur of: (i) receipt by the Title Company of written instructions from Seller and Buyer or (ii) entry of a final adjudication determining which party is entitled to receive the Deposit, as applicable, at which time the Deposit shall be distributed in accordance with such written instructions or adjudication. In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with a court of proper jurisdiction in the Court City of Common Pleas of Berks CountyPhiladelphia, Pennsylvania, Pennsylvania and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its gross negligence or intentional wrongdoing. Seller and Buyer agree that any state or federal court in the City of Philadelphia, Pennsylvania shall be the court of proper jurisdiction with respect to any dispute concerning the disposition of the Deposit.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by Title Company in accordance with the terms of this Agreement. If Closing is completed, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (i) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, the Deposit shall be paid to Seller as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete ClosingClosing or otherwise defaults under or breaches this Agreement, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity. Notwithstanding the foregoing, if Seller defaults on its obligations under this Agreement, Buyer?s remedies are limited, at Buyer?s option, to (i) bringing an action against Seller for specific performance, including without limitation reasonable attorney?s fees and other costs incurred in connection with bring such action, or (ii) bringing an action for reasonable payments to third parties as expenses incurred by Buyer under this Agreement, such as legal fees, engineering fees, and permit and application fees, or (iii) if the right default by Seller is as the result of fraud or willful misconduct by Seller, bringing an action against Seller for any remedy available to specific performance and injunctive reliefBuyer at law or in equity. (c) In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with the Court a court of Common Pleas of Berks County, Pennsylvania, proper jurisdiction and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its negligence or intentional wrongdoing.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by the Title Company in accordance with the terms of this Agreement. If Closing is completedSeller and Buyer each agrees, upon request, to execute the Title Company shall pay Company's customary form of escrow agreement with respect to the Deposit to Seller on account of the Purchase PriceDeposit. (ib) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, Seller shall have the right to be paid the Deposit shall be paid to Seller as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (iic) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete ClosingClosing or otherwise defaults under or breaches this Agreement, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity, including without limitation the right to specific performance and injunctive relief. (cd) If Closing is completed hereunder, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (e) Notwithstanding anything contained in this Section 3, if either party terminates this Agreement as a result of the other's default or pursuant to the exercise of any right of termination conferred by this Agreement, the Title Company shall not disburse the Deposit until the earlier to occur of: (i) receipt by the Title Company of written instructions from Seller and Buyer or (ii) entry of a final adjudication determining which party is entitled to receive the Deposit, as applicable, at which time the Deposit shall be distributed in accordance with such written instructions or adjudication. In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with the Court a court of Common Pleas of Berks County, Pennsylvania, proper jurisdiction and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its gross negligence or intentional wrongdoing.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by Title Company in accordance with the terms of this Agreement. If Closing is completed, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (i) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, the Deposit shall be paid to Seller as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete ClosingClosing or otherwise defaults under or breaches this Agreement, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity. Notwithstanding the foregoing, if Seller defaults on its obligations under this Agreement, Buyer's remedies are limited, at Buyer's option, to (i) bringing an action against Seller for specific performance, including without limitation reasonable attorney's fees and other costs incurred in connection with bring such action, or (ii) bringing an action for reasonable payments to third parties as expenses incurred by Buyer under this Agreement, such as legal fees, engineering fees, and permit and application fees, or (iii) if the right default by Seller is as the result of fraud or willful misconduct by Seller, bringing an action against Seller for any remedy available to specific performance and injunctive reliefBuyer at law or in equity. (c) In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with the Court a court of Common Pleas of Berks County, Pennsylvania, proper jurisdiction and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its negligence or intentional wrongdoing.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by Title Company in accordance with the terms of this Agreement. If Closing is completed, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (i) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, the Deposit shall be paid to Seller as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The Except as otherwise expressly provided in this Agreement, the right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (ii) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete ClosingClosing or otherwise defaults under or breaches this Agreement, Buyer shall have the right either (i) to be paid the Deposit, which right shall be in addition Deposit or (ii) to all other rights and remedies of Buyer under this Agreement, at law or in equity, including without limitation the right to obtain specific performance and injunctive relief. (c) In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with the Court a court of Common Pleas of Berks County, Pennsylvania, proper jurisdiction and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its negligence or intentional wrongdoing.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by the Title Company in accordance with the terms of this Agreement. If Closing is completedSeller and Buyer each agrees, upon request, to execute the Title Company shall pay Company's customary form of escrow agreement with respect to the Deposit to Seller on account of the Purchase PriceDeposit. (ib) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, Seller shall have the right to be paid the Deposit shall be paid to Seller as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (iic) If Closing is completed hereunder, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (d) If Seller, without the right to do so and in the default of its obligations under this Agreement fails to complete Closing, or otherwise defaults under or breaches this Agreement, Buyer shall have the right right, at Buyer's sole election, either (A) to be paid returned the DepositDeposit plus Buyer's reimbursable costs as hereinafter defined, which right shall be in addition up to all other rights and remedies a maximum amount of Buyer under this Agreement$25,000.00 as liquidated damages for Seller's breach, at law or in equity, including without limitation the right (B) to specific performance and injunctive relief. (c) In relief without monetary damages against Seller. Reimbursable expenses are defined to include the event cost of a dispute between the parties with respect to the Depositall charges incurred by Buyer for securing title, the Title Company may deposit cost of any plans, surveys and environmental studies ordered by Buyer, all loan commitment fees paid by Buyer and all the Deposit fees, costs and expenses reasonably incurred by Buyer in connection with the Court of Common Pleas of Berks County, Pennsylvania, property and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its negligence or intentional wrongdoingBuyer's intended acquisition thereof.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by the Title Company in accordance with the terms of this Agreement. If Closing is completedSeller and Buyer each agrees, upon request, to execute the Title Company shall pay Company's form of escrow agreement with respect to the Deposit to Seller on account of the Purchase PriceDeposit. (ib) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, Seller shall have the right to be paid the Deposit shall be paid to Seller as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (iic) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete ClosingClosing or otherwise defaults under or breaches this Agreement, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity, including without limitation the right to specific performance and injunctive relief. (cd) If Closing is completed hereunder, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (e) Notwithstanding anything contained in this Section 3, if either party terminates this Agreement as a result of the other's default or pursuant to the exercise of any right of termination conferred by this Agreement, the Title Company shall not disburse the Deposit until the earlier to occur of: (i) receipt by the Title Company of written instructions from Seller and Buyer or (ii) entry of a final adjudication determining which party is entitled to receive the Deposit, as applicable, at which time the Deposit shall be distributed in accordance with such written instructions or adjudication. In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with the Court a court of Common Pleas of Berks County, Pennsylvania, proper jurisdiction and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its gross negligence or intentional wrongdoing.