Common use of REMEDIES FOR BUYER’S BREACH Clause in Contracts

REMEDIES FOR BUYER’S BREACH. IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER OR BREACH OF THIS AGREEMENT ON THE PART OF THE BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGE TO SELLER. BUYER AND SELLER THEREFORE AGREE THAT, IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED BY REASON OF BUYER’S BREACH OR DEFAULT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES AND THAT SELLER SHALL BE ENTITLED TO SAID SUM AS LIQUIDATED DAMAGES, WHICH SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY, EITHER AT LAW OR IN EQUITY. IN SUCH EVENT, THE ESCROW HOLDER SHALL, WITHIN THREE (3) BUSINESS DAYS OF WRITTEN DEMAND BY SELLER TO ESCROW AGENT AND BUYER, WITHOUT JOINDER OF BUYER, DELIVER THE DEPOSIT TO SELLER IN CASH OR OTHER IMMEDIATELY AVAILABLE FUNDS. THE FOREGOING DOES NOT LIMIT BUYER’S LIABILITY UNDER ANY INDEMNITY OR OTHER PROVISION OF THIS AGREEMENT WHICH BY ITS TERMS SURVIVES A TERMINATION OF THIS AGREEMENT OR IS TO BE PERFORMED AFTER CLOSING. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS AND PROVISIONS OF THIS PARAGRAPH 10(a) BUYER AND SELLER HAVE SEPARATELY INITIALED THIS PARAGRAPH.

REMEDIES FOR BUYER’S BREACH. IN THE EVENT THE PURCHASE AND SALE OF THE PROPERTY CONTEMPLATED BY THIS AGREEMENT IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER OR BREACH OF THIS AGREEMENT ON THE PART OF THE BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT AND IMPRACTICAL TO FIX ASCERTAIN THE ACTUAL DAMAGE EXTENT OF THE DETRIMENT TO SELLER. THE PARTIES HAVE DETERMINED AND AGREE THAT THE ACTUAL AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER AS A RESULT OF ANY SUCH DEFAULT OR BREACH IS EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AS OF THE DATE OF THIS AGREEMENT, AND THEREFORE BUYER AND SELLER THEREFORE AGREE THAT, IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED BY REASON OF BUYER’S BREACH OR DEFAULT, THAT THE AMOUNT OF THE DEPOSIT TOGETHER WITH ALL INTEREST ACCRUED THEREON (COLLECTIVELY, "DAMAGES AMOUNT"), IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES THE AMOUNT OF SUCH DAMAGES. FOR THESE REASONS, THE PARTIES AGREE THAT IF THE PURCHASE AND THAT SALE IS NOT CONSUMMATED BECAUSE OF BUYER'S DEFAULT OR BREACH, SELLER SHALL BE ENTITLED TO SAID SUM RETAIN AS LIQUIDATED DAMAGESDAMAGES THE DAMAGES AMOUNT, WHICH SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY, EITHER AT LAW OR IN EQUITY. IN SUCH EVENT, THE ESCROW HOLDER SHALL, WITHIN THREE (3) BUSINESS DAYS OF WRITTEN DEMAND BY SELLER TO ESCROW AGENT AND BUYER, WITHOUT JOINDER OF BUYER, DELIVER THE DEPOSIT TO SELLER IN CASH OR OTHER IMMEDIATELY AVAILABLE FUNDS. THE FOREGOING DOES NOT LIMIT BUYER’S LIABILITY UNDER ANY INDEMNITY OR OTHER PROVISION OF THIS AGREEMENT WHICH BY ITS TERMS SURVIVES A TERMINATION OF THIS AGREEMENT OR IS TO BE PERFORMED AFTER CLOSINGAGREEMENT. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS AND PROVISIONS OF THIS PARAGRAPH 10(a) ARTICLE 13.1, BUYER AND SELLER HAVE SEPARATELY INITIALED THIS PARAGRAPH.PARAGRAPH BELOW. Initials: Initials:

REMEDIES FOR BUYER’S BREACH. IF BUYER FAILS TO PERFORM BUYER’S OBLIGATIONS TO COMPLETE THE CLOSING AS SET FORTH IN THE EVENT THE SALE OF THE PROPERTY THIS AGREEMENT AND SUCH FAILURE IS NOT CONSUMMATED BECAUSE CURED WITHIN SEVEN (7) DAYS AFTER BUYER’S RECEIPT OF A WRITTEN NOTICE OF DEFAULT UNDER OR BREACH OF FROM SELLER, AND ALL MATERIAL CONDITIONS TO BUYER’S OBLIGATION TO CONSUMMATE THE TRANSACTION CONTEMPLATED IN THIS AGREEMENT ON HAVE BEEN SATISFIED OR WOULD HAVE BEEN ABLE TO BE SATISFIED BUT FOR BUYER’S FAILURE TO PERFORM BUYER’S OBLIGATIONS TO COMPLETE THE PART OF CLOSING AS SET FORTH IN THIS AGREEMENT, SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY SHALL BE TO TERMINATE THE BUYERAGREEMENT AND ESCROW, WHEREUPON (I) SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AND ALL DEVELOPMENT DEPOSITS (“LIQUIDATED DAMAGES AMOUNT”), AND (II) SELLER SHALL HAVE NO FURTHER RIGHTS OR REMEDIES UNDER THIS AGREEMENT. BUYER AND SELLER AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICABLE AND IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ESTABLISH SELLER’S DAMAGE IN SUCH AN EVENT FOR THE FOLLOWING REASONS: (1) DAMAGES TO WHICH SELLER WOULD BE ENTITLED IN A COURT OF LAW WILL BE BASED IN PART ON THE DIFFERENCE BETWEEN THE ACTUAL DAMAGE TO SELLER. BUYER AND SELLER THEREFORE AGREE THAT, IF BUYER FAILS TO COMPLETE THE PURCHASE VALUE OF THE PROPERTY AS HEREIN PROVIDED BY REASON OF BUYER’S BREACH OR DEFAULT, AT THE AMOUNT TIME OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES BREACH AND THAT SELLER SHALL BE ENTITLED TO SAID SUM THE PURCHASE PRICE AS LIQUIDATED DAMAGES, WHICH SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY, EITHER AT LAW OR SET FORTH IN EQUITY. IN SUCH EVENT, THE ESCROW HOLDER SHALL, WITHIN THREE (3) BUSINESS DAYS OF WRITTEN DEMAND BY SELLER TO ESCROW AGENT AND BUYER, WITHOUT JOINDER OF BUYER, DELIVER THE DEPOSIT TO SELLER IN CASH OR OTHER IMMEDIATELY AVAILABLE FUNDS. THE FOREGOING DOES NOT LIMIT BUYER’S LIABILITY UNDER ANY INDEMNITY OR OTHER PROVISION OF THIS AGREEMENT WHICH BY ITS TERMS SURVIVES A TERMINATION OF THIS AGREEMENT OR IS TO BE PERFORMED AFTER CLOSING. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS AND PROVISIONS OF THIS PARAGRAPH 10(a) BUYER AND SELLER HAVE SEPARATELY INITIALED THIS PARAGRAPH.AGREEMENT;

REMEDIES FOR BUYER’S BREACH. IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER OR BREACH OF THIS AGREEMENT ON THE PART OF THE BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGE TO SELLER. BUYER AND SELLER THEREFORE AGREE THAT, IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED BY REASON OF BUYER’S BREACH OR DEFAULT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES AND THAT SELLER SHALL BE ENTITLED TO SAID SUM AS LIQUIDATED DAMAGES, WHICH SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY, EITHER AT LAW OR IN EQUITY, AND IN NO EVENT SHALL BUYER BE LIABLE FOR LOSS OF BARGAIN, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES AS A RESULT THEREOF. IN SUCH EVENT, THE ESCROW HOLDER SHALL, WITHIN THREE (3) BUSINESS DAYS OF UPON WRITTEN DEMAND BY SELLER TO ESCROW AGENT AND BUYER, WITHOUT JOINDER OF BUYER, IMMEDIATELY DELIVER THE DEPOSIT TO SELLER IN CASH OR OTHER IMMEDIATELY AVAILABLE FUNDS. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. THE FOREGOING DOES NOT LIMIT BUYER’S LIABILITY UNDER ANY INDEMNITY OR OTHER PROVISION OF THIS AGREEMENT WHICH BY ITS TERMS SURVIVES A TERMINATION OF THIS AGREEMENT OR IS TO BE PERFORMED AFTER CLOSING. TO SIGNIFY THEIR AWARENESS AND AGREEMENT TO BE BOUND BY THE TERMS AND PROVISIONS OF THIS PARAGRAPH 10(a) ), BUYER AND SELLER HAVE SEPARATELY INITIALED THIS PARAGRAPH.