Common use of Purchaser Default Clause in Contracts

Purchaser Default. The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when required to do so under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants hereunder in any material respect, or otherwise defaults in its obligations hereunder and such failure continues after Seller has provided Purchaser with two (2) Business Days written notice, then Seller shall be entitled, as its sole legal and equitable remedy, to terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent prior to or on the Closing Date, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination. Notwithstanding the foregoing, the aforementioned liquidated damages shall not apply to the indemnity or confidentiality provisions attributable to Purchaser under this Agreement or with respect to the representations, warranties, covenants and/or obligations of Purchaser which expressly survive the termination of this Agreement or the Closing.

Purchaser Default. The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when as required to do so under the terms of this Agreement, hereunder but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such breach and/or failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date and otherwise in accordance with the requirements of Section 9 hereof, including payment of the Purchase Price and delivery of all documents or fails instruments required to perform any of its other covenants hereunder in any material respect, or otherwise defaults in its obligations hereunder and such failure continues after Seller has be delivered by Purchaser at Closing as provided Purchaser with two (2) Business Days written noticeherein, then Seller shall be entitled, as its sole legal and equitable remedy, entitled to terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent prior to or on at the Closing DateClosing, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination. Notwithstanding the foregoingNothing contained herein shall constitute a waiver by Seller of any damages, the aforementioned liquidated damages shall not apply rights or remedies which may be available to the indemnity Seller against Purchaser at law or confidentiality provisions attributable to Purchaser under this Agreement in equity as a result of any material breach of a representation or with respect to the representations, warranties, covenants and/or obligations warranty or other material default of Purchaser hereunder, all of which are hereby expressly survive the termination reserved by Seller; provided, however, nothing contained herein shall entitle Seller to consequential or punitive damages or any other sums in excess of this Agreement or the ClosingSeller’s actual damages.

Purchaser Default. The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails defaults in its obligation to consummate the purchase of the Property if and when required on the Closing Date for any reason other than a default by Seller or the failure of any condition to do so under the terms of this AgreementClosing expressly set forth herein, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failurebreach or default by Purchaser. Consequently, if Purchaser fails defaults in its obligation to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants hereunder and Seller is not then in any material respect, or otherwise defaults in its obligations default hereunder and such failure continues after Seller has provided all conditions to Closing of Purchaser with two (2) Business Days written noticeset forth in Section 8.1 hereof have been satisfied, then Seller shall be entitledSeller, as its sole legal and equitable exclusive remedy, shall be entitled to terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent prior to or on at the Closing DateClosing, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination. Notwithstanding In no event whatsoever shall Seller be entitled to any damages, rights or remedies against Purchaser as a result of any default or breach of any representation or warranty of Purchaser hereunder, other than retaining the foregoing, the aforementioned liquidated damages Deposit as specifically set forth in this Section 11.2. The provisions of this Section 11.2 shall not apply to in any manner limit or otherwise condition any of the indemnity representations or confidentiality provisions attributable to Purchaser under this Agreement or with respect to the representations, warranties, covenants and/or obligations warranties of Purchaser which expressly set forth in Section 6.2.3 hereof, and Purchaser’s representations and warranties set forth in such Section 6.2.3 shall survive the termination of this Agreement or the Closing.

Purchaser Default. The parties acknowledge and agree Provided that Seller should be entitled to compensation for is (i) not in material default of its non-monetary obligations hereunder, (ii) not in default, in any detriment suffered if Purchaser fails respect, of its monetary obligations hereunder, and (iii) is otherwise ready, willing and able to consummate the transactions contemplated hereby, in the event Purchaser shall default in the performance of its obligation to purchase the Loan in breach of the Property if and when required to do so its obligations under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants hereunder in any material respect, or otherwise defaults in its obligations hereunder and such failure continues after Seller has provided Purchaser with two (2) Business Days written notice, then Seller shall be entitled, as its sole legal and equitable remedy, entitled to terminate this Agreement and the sole remedy of Seller shall be to retain the Escrow Funds as liquidated damages for all loss, damage and expense suffered by giving written notice thereof to Seller on account thereof, it being acknowledged by Purchaser and Escrow Agent prior to or on the Closing Date, Seller that in which such event the Deposit shall be paid Seller will suffer substantial damages but such damages are incapable of exact ascertainment. After payment to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to SellerEscrow Funds, neither Seller nor Purchaser will shall have any further rights or obligations under this hereunder; provided, however, (a) that the indemnities contained in Section 8.2(b) and Section 11.2 hereof, and (ii) the terms of the Confidentiality Agreement, except for shall survive any obligations that expressly survive such termination. Notwithstanding the foregoing, the aforementioned liquidated damages shall not apply anything to the indemnity or confidentiality provisions attributable to Purchaser under this Agreement or with respect contrary herein contained, if subsequent to the representationsClosing Purchaser shall fail to comply with its obligations contained herein which survive Closing, warrantiesSeller in addition to any rights and remedies provided herein, covenants and/or obligations of Purchaser which expressly survive the termination of this Agreement shall be entitled to any and all remedies available at law, in equity or the Closingotherwise.

Purchaser Default. The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when required to do so under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants hereunder in any material respect, or otherwise defaults in its obligations hereunder and such failure continues after Seller has provided hereunder, then Purchaser with two shall have ten (210) Business Days written notice, then from the date of receipt of notice from Seller to cure such breach (provided that no notice from Seller shall be entitledrequired and Purchaser shall not have any cure period with respect to a failure by Purchaser to pay the balance due of the Purchase Price by the time required hereunder). If Purchaser fails to cure such breach within such ten (10) Business Day period, as its sole legal and equitable remedy, Seller shall be entitled to terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent prior to or on the Closing Date, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination. Notwithstanding the foregoing, the aforementioned liquidated damages shall not apply to or limit the indemnity or confidentiality provisions attributable to Purchaser under this Agreement or with respect to the representations, warranties, covenants and/or obligations of Purchaser which expressly survive the termination of this Agreement or the ClosingAgreement.