Remedy of Purchaser and Seller Upon Default Sample Clauses

Remedy of Purchaser and Seller Upon Default. (a) IF THE TRANSACTION HEREIN PROVIDED SHALL NOT BE CLOSED BY REASON OF SELLER'S DEFAULT UNDER THIS AGREEMENT AND PURCHASER SHALL NOT HAVE DEFAULTED UNDER THIS AGREEMENT, THEN THE DEPOSIT SHALL BE RETURNED TO PURCHASER. IN ADDITION, THE PARTIES HERETO, BEFORE ENTERING INTO THIS TRANSACTION, HAVE BEEN CONCERNED WITH THE FACT THAT SUBSTANTIAL DAMAGES WILL BE SUFFERED BY PURCHASER IF SELLER SHOULD WRONGFULLY FAIL TO SELL THE PROPERTY TO PURCHASER. SELLER HAS STATED THAT IT WILL NOT PERMIT ANY ACTION FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT. WITH THE FLUCTUATION IN VALUE OF REAL PROPERTY, THE CURRENT AND HIGHLY UNPREDICTABLE STATE OF THE ECONOMY, THE FLUCTUATING MONEY MARKET FOR REAL ESTATE LOANS OF ALL TYPES, AND OTHER FACTORS THAT DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTY, IT IS REALIZED BY THE PARTIES THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY PRIOR TO SIGNING THIS AGREEMENT THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY PURCHASER IN THE EVENT OF SELLER'S WRONGFUL FAILURE TO SELL THE PROPERTY TO PURCHASER. IN ADDITION, PURCHASER DESIRES TO PROVIDE A FINANCIAL DISINCENTIVE FOR ANY SUCH FAILURE BY SELLER. THE PARTIES, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL COMPENSATORY DAMAGES PURCHASER WOULD SUFFER IN THE EVENT OF SELLER'S WRONGFUL FAILURE TO SELL THE PROPERTY TO PURCHASER, HEREBY AGREE THAT THE REASONABLE ESTIMATE OF SAID DAMAGES IS AN AMOUNT EQUAL TO ONE HUNDRED THOUSAND DOLLARS ($100,000); AND IN THE EVENT OF SELLER'S WRONGFUL FAILURE TO SELL THE PROPERTY TO PURCHASER, PURCHASER SHALL BE ENTITLED TO SUCH AMOUNT AS FULL LIQUIDATED DAMAGES, AND THAT PAYMENT OR TENDER TO PURCHASER OF SUCH AMOUNT SHALL TERMINATE ALL OF PURCHASER'S RIGHTS AND REMEDIES AT LAW OR IN EQUITY AGAINST SELLER WITH RESPECT TO SUCH FAILURE TO PERFORM. AS USED HEREIN, SELLER'S WRONGFUL FAILURE TO SELL THE PROPERTY TO PURCHASER SHALL MEAN ITS WILLFUL AND UNWARRANTED REFUSAL TO DELIVER THE GRANT DEED WITH PURCHASER HAVING COMPLIED WITH ITS OBLIGATIONS HEREUNDER (EXCEPT FOR ITS OBLIGATION TO FUND THE BALANCE OF THE PURCHASE PRICE) AND BEING READY, WILLING AND ABLE TO CLOSE (AND SUCH TERM SHALL NOT APPLY TO ANY OTHER DEFAULT OR BREACH BY SELLER HEREUNDER). /s/ JM /s/ VC Seller's Purchaser's Initials Initials
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Remedy of Purchaser and Seller Upon Default 
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Related to Remedy of Purchaser and Seller Upon Default

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Condition of Purchased Assets All of the tangible property included in the Purchased Assets is in good operating condition and repair, ordinary wear and tear excepted, and in the state of maintenance, repair and operating condition required for the proper operation and use thereof in the ordinary and usual course of business by Seller.

  • Default of Purchasers If any Purchaser or Purchasers default in their obligations to purchase Offered Securities hereunder and the aggregate principal amount of Offered Securities that such defaulting Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of the total principal amount of Offered Securities, CSFBC may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Securities and arrangements satisfactory to CSFBC and the Company for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Company, except as provided in Section 9. As used in this Agreement, the term "Purchaser" includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

  • Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Representation of Purchasers You will act for the several Purchasers in connection with this purchase, and any action under this Agreement taken by you will be binding upon all the Purchasers.

  • REINSTATEMENT OF PURCHASE AGREEMENT All other provisions and conditions of the referred Purchase Agreement, as well as its related Attachments, which are not specifically amended by this Amendment No. 17, shall remain in full force and effect without any change.

  • Buyer Default If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller (provided no notice shall extend the time for Closing), then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Xxxxxxx Money Deposit, including any interest thereon, shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and both Buyer and Seller shall thereupon be released from all obligations hereunder.

  • Status of Purchasers Such Purchaser is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer.

  • Seller's Assignment of Purchased Receivables With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser shall assign, without recourse, representation or warranty, to the Seller all the Purchaser's right, title and interest in and to such Receivables, and all security and documents relating thereto.

  • Purchaser Default If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

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