Common use of Purchaser's Failure to Perform Clause in Contracts

Purchaser's Failure to Perform. In the event of a default hereunder by the Purchaser or if the Closing fails to occur by reason of the Purchaser's failure or refusal to perform its obligations hereunder, then the Seller may terminate this Agreement by notice to the Purchaser. PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, AT THE TIME OF SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED IF THE PURCHASER FAILS OR REFUSES TO PERFORM ITS OBLIGATIONS HEREUNDER. THEREFORE, IF PURCHASER FAILS OR REFUSES TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND If the Seller elects to terminate this Agreement, then this Agreement shall be terminated and the Seller may retain the Deposit as liquidated damages for all loss, damage and expenses suffered by the Seller, and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving Obligations. _________________ ______________ Purchaser Initials Seller Initials Nothing contained herein shall limit or restrict the Seller's ability to pursue any rights or remedies it may have against the Purchaser with respect to the Surviving Obligations. Except as set forth in this Section 14.2 and the Surviving Obligations, the Seller hereby expressly waives, relinquishes and releases any other right or remedy available to them at law, in equity or otherwise by reason of the Purchaser's default hereunder or the Purchaser's failure or refusal to perform its obligations hereunder. Notwithstanding anything to the contrary herein, if the Purchaser's default or the Purchaser's failure or refusal to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Seller or any of the Seller's Affiliates, the Seller shall not be relieved of its obligations under this Agreement and the Seller shall not be entitled to any right or remedy provided in this Section 14.2 or elsewhere in this Agreement.

Purchaser's Failure to Perform. In the event of a default hereunder by the Purchaser or if the Closing fails to occur by reason of the Purchaser's failure or refusal to perform its their obligations hereunder, then the Seller may terminate this Agreement by notice to the Purchaser. PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, AT THE TIME OF SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED IF THE PURCHASER FAILS OR REFUSES TO PERFORM ITS OBLIGATIONS HEREUNDER. THEREFORE, IF PURCHASER FAILS OR REFUSES TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND If the Seller elects to terminate this AgreementIF THE SELLER ELECTS TO TERMINATE THIS AGREEMENT, then this Agreement shall be terminated and the Seller may retain the Deposit as liquidated damages for all lossTHEN THIS AGREEMENT SHALL BE TERMINATED AND THE SELLER MAY RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES FOR ALL LOSS, damage and expenses suffered by the DAMAGE AND EXPENSES SUFFERED BY THE SELLER, AND NO PARTY SHALL HAVE ANY FURTHER RIGHTS, OBLIGATIONS OR LIABILITIES HEREUNDER, EXCEPT FOR THE SURVIVING OBLIGATIONS. Purchaser's Initials Seller, and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving Obligations. _________________ ______________ Purchaser Initials Seller 's Initials Nothing contained herein shall limit or restrict the Seller's ability to pursue any rights or remedies it may have against the Purchaser with respect to the Surviving Obligations. Except as set forth in this Section 14.2 and the Surviving Obligations, the Seller hereby expressly waives, relinquishes and releases any other right or remedy available to them it at law, in equity or otherwise by reason of the Purchaser's default hereunder or the Purchaser's failure or refusal to perform its their obligations hereunder. Notwithstanding anything to the contrary herein, if the Purchaser's default or the Purchaser's failure or refusal to perform its their obligations under this Agreement is a result of any action of, or failure to act by, the Seller or any of the Seller's Affiliates, the Seller shall not be relieved of its obligations under this Agreement and the Seller shall not be entitled to any right or remedy provided in this Section 14.2 or elsewhere in this Agreement.

Purchaser's Failure to Perform. In the event of a default hereunder by the Purchaser or if the Closing fails to occur by reason of the Purchaser's failure or refusal to perform its obligations hereunder, then the Seller may terminate this Agreement by notice to the Purchaser, declare the Sprint Lease Amendment immediately effective and demand that the Escrow Agent release the Sprint Lease Amendment from escrow in accordance with Section 15 hereof. PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, AT THE TIME OF SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED IF THE PURCHASER FAILS OR REFUSES TO PERFORM ITS OBLIGATIONS HEREUNDER. THEREFORE, IF PURCHASER FAILS OR REFUSES TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND If the Seller elects to terminate this Agreement, then this Agreement shall be terminated and the Seller may retain the Deposit as liquidated damages for all loss, damage and expenses suffered by the Seller, it being agreed that the Seller's damages are impossible to ascertain, and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving ObligationsObligations and the right of the Seller to declare the Sprint Lease Agreement immediately effective and demand that the Escrow Agent release the Sprint Lease Amendment from escrow in accordance with Section 15 hereof. _________________ ______________ Purchaser Initials Seller Initials Nothing contained herein shall limit or restrict the Seller's ability to pursue any rights or remedies it may have against the Purchaser with respect to the Surviving Obligations. Except as set forth in this Section 14.2 and the Surviving Obligations, the Seller hereby expressly waives, relinquishes and releases any other right or remedy available to them at law, in equity or otherwise by reason of the Purchaser's default hereunder or the Purchaser's failure or refusal to perform its obligations hereunder. Notwithstanding anything to the contrary herein, if the Purchaser's default or the Purchaser's failure or refusal to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Seller or Seller, any of the Seller's Affiliates, or any of their respective agents, representatives, invitees, guests or contractors, the Seller shall not be relieved of its obligations under this Agreement and the Seller shall not be entitled to any right or remedy provided in this Section 14.2 or elsewhere in this Agreement.

Purchaser's Failure to Perform. In the event of a default hereunder by the Purchaser or if If the Closing fails to occur by reason of the Purchaser's unexcused failure or refusal to perform its obligations hereunder, then the Seller may terminate this Agreement by notice to the Purchaser. PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, AT THE TIME OF SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED IF THE PURCHASER FAILS OR REFUSES TO PERFORM ITS OBLIGATIONS HEREUNDER. THEREFORE, IF PURCHASER FAILS OR REFUSES TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND If the Seller elects to terminate this AgreementAgreement due to such default, then this Agreement shall be terminated and the Seller may retain the Deposit as liquidated damages for all loss, damage and expenses suffered by the Seller due to such default by the Purchaser, it being agreed that the Seller's damages are impossible to ascertain, and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving Obligations. _________________ ______________ Purchaser Initials Seller Initials Nothing contained herein shall limit or restrict the Seller's ability to pursue any rights or remedies it may have against the Purchaser with respect to the Surviving Obligations. Except as set forth in this Section 14.2 and the Surviving Obligations, the Seller hereby expressly waives, relinquishes and releases any other right or remedy available to them at law, in equity or otherwise by reason of the Purchaser's default hereunder or the Purchaser's failure or refusal to perform its obligations hereunder. Notwithstanding anything to the contrary herein, if the Purchaser's default or the Purchaser's failure or refusal to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Seller or any of the Seller's Affiliates, the Seller shall not be relieved of its obligations under this Agreement and the Seller shall not be entitled to any right or remedy provided in this Section 14.2 or elsewhere in this Agreement.

Purchaser's Failure to Perform. In the event of a default hereunder by the Purchaser or if the Closing fails to occur by reason of the Purchaser's failure or refusal to perform its obligations hereunder, then the Seller may terminate this Agreement by notice to the Purchaser. PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX, AT THE TIME OF SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED IF THE PURCHASER FAILS OR REFUSES TO PERFORM ITS OBLIGATIONS HEREUNDERPurchaser shall be deemed to have 29 failed to perform its obligations hereunder if Purchaser has intentionally not used all efforts expressly required pursuant to the terms of this Agreement and such intentional failure has resulted in Purchaser not being able to fulfill its obligations hereunder. THEREFORE, IF PURCHASER FAILS OR REFUSES TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND If the Seller elects to terminate this Agreement, then (i) this Agreement shall be terminated and terminated; (ii) the Seller may shall retain the Deposit Downpayment as liquidated damages damages, as Seller's sole remedy at law or in equity (subject to the immediately following sentence) for all loss, damage and expenses suffered by the Seller, it being agreed that the Seller's damages are impossible to ascertain, and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving Obligations; and (iii) all interest on the Downpayment shall be disbursed by the Escrow Agent to the Purchaser. _________________ ______________ Purchaser Initials Seller Initials Nothing contained herein shall limit or restrict the Seller's ability to pursue any rights or remedies it may have against the Purchaser with respect to the Surviving Obligations. Except as set forth in this Section 14.2 and the Surviving Obligations, the Seller hereby expressly waives, relinquishes and releases any other right or remedy available to them at law, in equity or otherwise by reason of the Purchaser's default hereunder or the Purchaser's failure or refusal to perform its obligations hereunder. Notwithstanding anything to the contrary herein, if the Purchaser's default or the Purchaser's failure or refusal to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Seller or any of the Seller's Affiliates, the Seller shall not be relieved of its obligations under this Agreement and the Seller shall not be entitled to any right or remedy provided in this Section 14.2 or elsewhere in this Agreement.