Common use of Purchaser Defaults Clause in Contracts

Purchaser Defaults. In the event that Purchaser fails to pay the Purchase Price on the Closing Date, Purchaser and Seller agree that the actual damages that Seller shall sustain as a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Purchaser and Seller therefore agree that if Purchaser fails to pay the Purchase Price on the Closing Date, whether at or prior to the Closing, Seller’s remedy, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, shall be that Seller may elect to terminate this Agreement, to receive from the Escrow Agent, as full, complete and valid liquidated damages (and not as a penalty) the Deposit together with any interest earned thereon from Escrow Agent, and thereafter none of the parties hereto shall have any further liability or obligation to the other parties hereunder, except for such indemnities, liabilities and obligations as are expressly stated to survive the termination of this Agreement. Except with respect to Purchaser’s failure to pay the Purchase Price Purchaser on the Closing Date for which Seller may elect to terminate this Agreement and receive the Deposit as set forth in the foregoing provisions of this Section 24(a), Seller agrees not to terminate this Agreement but, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, Seller shall have all other rights and remedies available at law or in equity in the event Purchaser fails to perform any or all of the terms, covenants, conditions and agreements to be performed by Purchaser under the terms of this Agreement or otherwise defaults in any material respect under this Agreement with respect to its obligations to be performed on or before the Closing Date, provided that Seller gives Purchaser written notice of any such failure or default and that Purchaser does not cure or remedy such failure or default within fifteen (15) days following delivery of such notice to Purchaser.

Purchaser Defaults. In the event that Purchaser fails to pay the Purchase Price on the Closing Date, Purchaser and Seller agree that the actual damages that Seller shall sustain as a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Purchaser and Seller therefore agree that if Purchaser fails to pay the Purchase Price on the Closing Date, whether at or prior to the Closing, Seller’s remedy, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, shall be that Seller may elect to terminate this Agreement, to receive from the Escrow Agent, as full, complete and valid liquidated damages (and not as a penalty) the Deposit together with any interest earned thereon from Escrow Agent, and thereafter none of the parties hereto shall have any further liability or obligation to the other parties hereunder, except for such indemnities, liabilities and obligations as are expressly stated to survive the termination of this Agreement. Except with respect to Purchaser’s failure to pay the Purchase Price Purchaser on the Closing Date for which Seller may elect to terminate this Agreement and receive the Deposit as set forth in the foregoing provisions of this Section 24(a), Seller agrees not to terminate this Agreement but, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, Seller shall have all other rights and remedies available at law or in equity in the event Purchaser fails to perform any or all of the terms, covenants, conditions and agreements to be performed by Purchaser under the terms of this Agreement or otherwise defaults in any material respect under this Agreement with respect to its obligations to be performed on or before the Closing Date, provided that Seller gives Purchaser written notice of any such failure or default and that Purchaser does not cure or remedy such failure or default within fifteen thirty (1530) days following delivery of such notice to Purchaser.

Purchaser Defaults. In the event that Purchaser fails to pay the Purchase Price on the Closing Date, Purchaser and Seller agree that the actual damages that Seller shall sustain as a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Purchaser and Seller therefore agree that if Purchaser fails to pay the Purchase Price on the Closing Date, whether at or prior to the Closing, Seller’s remedy, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, shall be that Seller may elect to terminate this Agreement, to receive from the Escrow Agent, as full, complete and valid liquidated damages (and not as a penaltyi) the Deposit together with any interest earned thereon from Escrow Agent, and thereafter none of the parties hereto shall have existence of any further liability uncured default by Purchaser hereunder; or obligation to (ii) Purchaser does not purchase the other parties hereunder, except for such indemnities, liabilities and obligations as are expressly stated to survive the termination of this Agreement. Except with respect to Purchaser’s failure to pay the Purchase Price Purchaser Property on the Closing Date for which any reason other than (A) the prior termination of this Agreement pursuant to the provisions hereof, (B) the existence of any unsatisfied condition to Purchaser’s obligations hereunder; or (C) the existence of an uncured default by Seller may elect hereunder; then, at such time or at any time thereafter, as Seller’s sole and exclusive remedy for any such default or event, Seller is entitled (but not required) to terminate this Agreement and receive the Deposit as set forth by notifying Purchaser thereof. Upon Seller’s termination of this Agreement pursuant to this Section 16(b), neither Party has any further rights, duties, or obligations hereunder, except for any indemnification obligations contained herein. The Parties have agreed that Seller’s actual damages in the foregoing event of a default by Purchaser would be extremely difficult or impractical to determine. Therefore, the Parties acknowledge that Fifty Thousand Dollars ($50,000.00) has been agreed upon, after negotiation, as the Parties’ reasonable estimate of Seller’s damages and, except as provided in the next sentence, as Seller’s exclusive remedy against Purchaser in the event of any default by Purchaser in Purchaser’s obligations pursuant to this Agreement. In addition to such liquidated damages, Seller shall be entitled to enforce Seller’s remedies under any indemnification contained in this Agreement and to collect any attorneys’ fees and other costs incurred in enforcing the provisions of this Section 24(a16(b), Seller agrees not to terminate this Agreement but, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, Seller shall have all other rights and remedies available at law or in equity in the event Purchaser fails to perform any or all of the terms, covenants, conditions and agreements to be performed by Purchaser under the terms . The provisions of this Agreement or otherwise defaults in Section 16(b) shall survive any material respect under termination of this Agreement with respect to its obligations to be performed on or before the Closing Date, provided that Seller gives Purchaser written notice of any such failure or default and that Purchaser does not cure or remedy such failure or default within fifteen (15) days following delivery of such notice to PurchaserAgreement.

Purchaser Defaults. In Notwithstanding anything to the event that contrary contained in this Agreement, if (i) Purchaser fails has failed to pay satisfy the Purchase Price on the conditions set forth in Section 9.5(b) and Purchaser's failure shall continue for more than ten (10) days after receipt written notice from Seller of such failure and (ii) there exists no Pre-Closing DateBreaches and all conditions set forth in Section 9.6 have been satisfied, then Seller's and each Assigning Affiliate's sole and exclusive remedy will be to TERMINATE THIS AGREEMENT AND TO COLLECTIVELY RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES, AT WHICH TIME THIS AGREEMENT WILL BE NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR SECTION 3.2(c). Seller, each Assigning Affiliate, and Purchaser all acknowledge and Seller agree that (i) the Deposit is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller and/or the applicable Assigning Affiliate as a result of having withdrawn the Acquired Assets from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (ii) the actual damages that suffered and costs incurred by Seller shall sustain as a result thereof shall be substantial of such withdrawal and shall failure to close due to a default of Purchaser under this Agreement would be extremely difficult and impractical to determine. ; (iii) Purchaser and Seller therefore agree that if Purchaser fails seeks to pay the Purchase Price on the Closing Date, whether at or prior to the Closing, Seller’s remedy, provided that Seller is not then in material default limit its liability under this Agreement beyond any applicable notice to the Deposit in the event this Agreement is terminated and cure period, the transaction contemplated by this Agreement does not close due to a default of Purchaser under this Agreement; and (iv) the Deposit shall be that Seller may elect to terminate this Agreement, to receive from the Escrow Agent, as full, complete and constitutes valid liquidated damages (and not as a penalty) the Deposit together with any interest earned thereon from Escrow Agent, and thereafter none of the parties hereto shall have any further liability or obligation to the other parties hereunder, except for such indemnities, liabilities and obligations as are expressly stated to survive the termination of this Agreement. Except with respect to Purchaser’s failure to pay the Purchase Price Purchaser on the Closing Date for which Seller may elect to terminate this Agreement and receive the Deposit as set forth in the foregoing provisions of this Section 24(a), Seller agrees not to terminate this Agreement but, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, Seller shall have all other rights and remedies available at law or in equity in the event Purchaser fails to perform any or all of the terms, covenants, conditions and agreements to be performed by Purchaser under the terms of this Agreement or otherwise defaults in any material respect under this Agreement with respect to its obligations to be performed on or before the Closing Date, provided that Seller gives Purchaser written notice of any such failure or default and that Purchaser does not cure or remedy such failure or default within fifteen (15) days following delivery of such notice to Purchaser.