Common use of INLAND AFFILIATE'S DEFAULT; LIQUIDATED DAMAGES Clause in Contracts

INLAND AFFILIATE'S DEFAULT; LIQUIDATED DAMAGES. Holding Company and Inland Affiliate each acknowledge that it would be difficult to ascertain the actual damages which would be suffered by Holding Company if Inland Affiliate defaults in consummating the transactions contemplated by this Agreement. Accordingly, if all conditions to Inland Affiliate's obligation to consummate the transactions contemplated by this Agreement as set forth in Section 6.2 of this Agreement have been satisfied or waived, but Inland Affiliate fails, refuses or is unable to consummate the transactions contemplated by this Agreement, then Holding Company's exclusive remedy shall be to give Escrowee and Inland Affiliate written notice of Inland Affiliate's default, receive and retain the release of the Escrow Money and the Escrow Money Note and collect and retain all amounts due under the Xxxxxxx Money Note. Unless Inland Affiliate gives notice to Holding Company and Escrowee disputing such request for payment and disbursement, which notice is received by Escrowee within ten (10) BUSINESS DAYS (as that term is defined in Section 8.21 hereof) following receipt by Escrowee of Holding Company's request for such payment and distribution, such payment and distribution shall be made on the fifteenth (15th) Business Day following the date that Escrowee received such request. Upon payment of the Xxxxxxx Money to Holding Company, the distribution of the Xxxxxxx Money Note to Holding Company and the full payment by Inland to Holding Company of the full amount of the Xxxxxxx Money Note, no party to this Agreement shall have any further liability to any other party, and this Agreement shall be and become null and void and of no further force and effect, either at law or in equity.

INLAND AFFILIATE'S DEFAULT; LIQUIDATED DAMAGES. Holding Company and Inland Affiliate each acknowledge that it would be difficult to ascertain the actual damages which would be suffered by Holding Company if Inland Affiliate defaults in consummating the transactions contemplated by this Agreement. Accordingly, if all conditions to Inland Affiliate's obligation to consummate the transactions contemplated by this Agreement as set forth in Section 6.2 of this Agreement have been satisfied or waived, but Inland Affiliate fails, refuses or is unable to consummate the transactions contemplated by this Agreement, then Holding Company's exclusive remedy shall be to give Escrowee and Inland Affiliate written notice of Inland Affiliate's default, receive and retain the release of the Escrow Money and the Escrow Money Note and collect and retain all amounts due under the Xxxxxxx Money Note. Note (in each case subject to Withdrawing Member's right to receive, after payment of the actual cost of enforcement and collection, sixty percent (60%) of the Xxxxxxx Money and sixty percent (60%) of all amounts due under the Xxxxxxx Money Note pursuant to and in accordance with the Withdrawing Member Agreement) Unless Inland Affiliate gives notice to Holding Company and Escrowee disputing such request for payment and disbursement, which notice is received by Escrowee within ten (10) BUSINESS DAYS (as that term is defined in Section 8.21 hereof) following receipt by Escrowee of Holding Company's request for such payment and distribution, such payment and distribution shall be made on the fifteenth (15th) Business Day following the date that Escrowee received such request. Upon payment of the Xxxxxxx Money to Holding Company, the distribution of the Xxxxxxx Money Note to Holding Company and the full payment by Inland to Holding Company of the full amount of the Xxxxxxx Money NoteNote (in each case subject to Withdrawing Member's rights described above), no party to this Agreement shall have any further liability to any other party, and this Agreement shall be and become null and void and of no further force and effect, either at law or in equity.