Common use of Noncompliance by Buyer Clause in Contracts

Noncompliance by Buyer. Sellers may terminate this Agreement by written notice to Buyer if the conditions to Sellers' obligations under this Agreement, as set forth in Article 11 hereof, shall not have been complied with or performed in all material respects (and Buyer shall not be prepared to comply with or perform the same) by the date on which the Closing is to occur (as set forth in Section 13.1), and such non-compliance or non-performance shall not have been waived in writing by Sellers. In such event, Sellers shall retain the Deposit as liquidated damages for Buyer's failure to purchase the Shares at the time specified herein. The parties hereto agree that time is of the essence for the consummation of the transactions contemplated hereby, that the amount of damages caused by Buyer's breach would be very difficult to calculate exactly, and that the provision for liquidated damages contained in this Section 12.2 shall not be construed as a penalty provision. Such right to liquidated damages shall be Sellers' sole remedy hereunder.

Noncompliance by Buyer. Sellers Seller may terminate this Agreement by written notice to Buyer if the conditions to Sellers' Seller’s obligations under this Agreement, as set forth in Article 11 10 hereof, shall not have been complied with or performed in all material respects (and Buyer shall not be prepared to comply with or perform the same) by the date on which the Closing is to occur (as set forth in Section 13.112.1), and such non-compliance or non-performance shall not have been waived in writing by SellersSeller. In such event, Sellers Seller shall retain the Deposit as liquidated damages for Buyer's ’s failure to purchase the Shares at Interests in accordance with the time specified hereinterms of this Agreement. The parties hereto agree that time is of the essence for the consummation of the transactions contemplated contemplat­ed hereby, that the amount of damages caused by Buyer's ’s breach would be very difficult diffi­cult to calculate exactly, and that the provision for liquidated damages contained in this Section 12.2 11.2 shall not be construed as a penalty provision. Such right to liquidated damages shall be Sellers' Seller’s sole remedy hereunderhere­under.

Noncompliance by Buyer. Sellers Seller may terminate this Agreement by ----------------------- written notice to Buyer if the conditions to Sellers' Seller's obligations under this Agreement, as set forth in Article 11 10 hereof, shall not have been complied with or performed in all material respects (and Buyer shall not be prepared to comply with or perform the same) by the date on which the Closing is to occur (as set forth in Section 13.112. 1), and such non-compliance or non-performance shall not have been waived in writing by SellersSeller. In such event, Sellers Seller shall retain the Deposit as liquidated damages for Buyer's failure to purchase the Shares Interests at the time specified herein. The parties hereto agree that time is of the essence for the consummation of the transactions contemplated hereby, that the amount of damages caused by Buyer's breach would be very difficult to calculate exactly, and that the provision for liquidated damages contained in this Section 12.2 11.2 shall not be construed as a penalty provision. Such right to liquidated damages shall be Sellers' Seller's sole remedy hereunder.