Common use of Seller’s Remedies for Buyer’s Default Clause in Contracts

Seller’s Remedies for Buyer’s Default. In the event of any default by Buyer, Seller shall give written notice of the default to Buyer and Buyer shall have twenty (20) days from Buyer’s receipt of such notice to cure such default. If Buyer fails to cure the default within twenty (20) calendar days after receipt of such notice, then Seller, at its option, may terminate this Agreement by written notice to Buyer. The parties understand and agree that in view of Seller's financial commitments with respect to the Project, the connection between the sale, cancellation or default with respect to one Unit and the sale, cancellation or default with respect to other Units in the Project, and the nature of the real estate market in Hawaii, if Seller terminates this Agreement due to a default by Buyer, the injury to Seller will be uncertain as to nature and amount and difficult to ascertain. It is understood that the damages suffered by Seller by virtue of such a default later in time will likely be greater than such a default occurring at an earlier point in time. Therefore as a reasonable estimate of Seller's damages resulting from any such default by Buyer occurring after this Agreement becomes a legally binding sales contract, the parties agree that if the Seller terminates this Agreement due to a default by Buyer before Buyer has paid to Escrow fifteen percent (15%) of the Purchase Price, Seller, at its option, may retain the sums previously paid by Buyer under this Agreement, together with all accrued interest thereon, as liquidated damages. If Seller does not elect to retain as liquidated damages the sums previously paid by Buyer under this Agreement, Seller may pursue any other remedies permitted at law or in equity. In the event Seller terminates this Agreement due to a default by Buyer after Buyer has paid to Escrow fifteen percent (15%) of the Purchase Price, Seller shall refund to Buyer any amount that remains from the payments made by Buyer after subtracting fifteen percent (15%) of the Purchase Price, exclusive of interest, or the amount of Seller’s actual damages, whichever is greater.

Seller’s Remedies for Buyer’s Default. In the event of any default by Buyer, Seller shall give written notice of the default to Buyer and Buyer shall have twenty (20) days from Buyer’s receipt of such notice to cure such default. If Buyer fails or refuses to cure timely consummate the Closing in accordance with the terms and conditions of this Agreement, except on account of a breach or default within twenty (20) calendar days after receipt of such notice, then hereunder by Seller, at its optionSeller may elect, may as Seller’s sole remedy, to terminate Seller’s obligations under this Agreement by written notice to Buyer. The parties understand Buyer and agree that in view of Seller's financial commitments with respect to Escrow Agent shall deliver the Project, the connection between the sale, cancellation or default with respect to one Unit and the sale, cancellation or default with respect to other Units in the Project, and the nature of the real estate market in Hawaii, if Seller terminates this Agreement due to a default by Buyer, the injury Deposit to Seller will and Seller shall be uncertain as entitled to nature and amount and difficult to ascertain. It is understood that keep the damages suffered by Seller by virtue of such a default later in time will likely be greater than such a default occurring at an earlier point in time. Therefore as a reasonable estimate of Seller's damages resulting from any such default by Buyer occurring after this Agreement becomes a legally binding sales contract, the parties agree that if the Seller terminates this Agreement due to a default by Buyer before Buyer has paid to Escrow fifteen percent (15%) of the Purchase Price, Seller, at its option, may retain the sums previously paid by Buyer under this Agreement, together with all accrued interest thereon, Deposit as liquidated damages. If Seller does The foregoing provision shall not elect limit Seller’s remedies with respect to retain as liquidated damages certain obligations of the sums previously paid by Buyer under this Agreement, Seller may pursue any other remedies permitted at law or in equity. In which are stated to survive the event Seller terminates termination of this Agreement due and/or which are expressly stated not to a default by Buyer after Buyer has paid be subject to Escrow fifteen percent (15%) of the Purchase Price, Seller shall refund to Buyer any amount this Section 14.2. The parties hereby agree that remains from the payments made by Buyer after subtracting fifteen percent (15%) of the Purchase Price, exclusive of interest, or the amount of the Deposit shall be and constitutes liquidated damages. Bxxxx and Seller acknowledge and agree that it is difficult or impossible to determine the actual damages Seller would suffer from Bxxxx’s breach hereof and that the agreed upon liquidated damages are not punitive or penalties and are just, fair and reasonable. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY, AT LAW OR IN EQUITY, AGAINST BUYER IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED BY REASON OF A BREACH OR DEFAULT BY BUYER UNDER THIS AGREEMENT AND PROVIDED THAT SELLER HAS BEEN PAID THE DEPOSIT SELLER HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OR RELIEF AT LAW OR IN EQUITY. THE PARTIES ACKNOWLEDGE THAT 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. HOWEVER, NOTHING IN THIS SECTION SHALL LIMIT THE EFFECTIVENESS OF THE OBLIGATIONS OF BUYER UNDER SECTIONS 5.1, 5.2, 12 and 15.18 OF THIS AGREEMENT OR LIMIT THE RECOVERY OF ANY ATTORNEYS’ FEES, WHICH MAY BE RECOVERED IN EXCESS OF THE DEPOSIT AMOUNT. Initials: LS DMS Buyer Seller’s actual damages, whichever is greater.

Seller’s Remedies for Buyer’s Default. In If, as of the event Closing Date, (a) each of any the Buyer’s Conditions Precedent as set forth in this Agreement have been satisfied or waived, and (b) Buyer fails or refuses to timely consummate the Closing in accordance with the terms and conditions of this Agreement, except on account of a breach or default hereunder by BuyerSeller, Seller shall give and such failure or refusal continues for five (5) business days following Xxxxx’s receipt of written notice of the default to Buyer and Buyer shall have twenty (20) days such failure or refusal from Buyer’s receipt of such notice to cure such default. If Buyer fails to cure the default within twenty (20) calendar days after receipt of such noticeSeller, then Seller may elect to terminate Seller, at its option, may terminate ’s obligations under this Agreement by written notice to BuyerBuyer and keep the Deposit as liquidated damages and as Seller’s sole and exclusive remedy. The foregoing provision, however, shall not limit Seller’s remedies with respect to certain obligations of the Buyer which are stated to survive the termination of this Agreement and/or as provided in the last sentence of this Section 14.2. The parties understand hereby agree that the amount of the Deposit shall be and constitutes liquidated damages in the event of a breach or default by Buyer hereunder occurring following the date Buyer delivers its Notice to Proceed to Seller (if applicable) and prior to the Closing hereunder and which is not cured or remedied by Buyer within the five (5) business day cure period set forth above. Xxxxx and Seller acknowledge and agree that in view of Seller's financial commitments with respect it is difficult or impossible to determine the Project, the connection between the sale, cancellation or default with respect to one Unit actual damages Seller would suffer from Xxxxx’s breach hereof and the sale, cancellation or default with respect to other Units in the Project, and the nature of the real estate market in Hawaii, if Seller terminates this Agreement due to a default by Buyer, the injury to Seller will be uncertain as to nature and amount and difficult to ascertain. It is understood that the damages suffered by Seller by virtue of such a default later in time will likely be greater than such a default occurring at an earlier point in time. Therefore as a reasonable estimate of Seller's damages resulting from any such default by Buyer occurring after this Agreement becomes a legally binding sales contract, the parties agree that if the Seller terminates this Agreement due to a default by Buyer before Buyer has paid to Escrow fifteen percent (15%) of the Purchase Price, Seller, at its option, may retain the sums previously paid by Buyer under this Agreement, together with all accrued interest thereon, as liquidated damages. If Seller does not elect to retain as agreed upon liquidated damages the sums previously paid by are not punitive or penalties and are just, fair and reasonable. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND AS SELLER’S EXCLUSIVE REMEDY, AT LAW OR IN EQUITY, AGAINST BUYER IN THE EVENT THE SALE OF THE PROPERTY IS NOT CONSUMMATED BY REASON OF A BREACH OR DEFAULT BY BUYER UNDER THIS AGREEMENT. SELLER HEREBY WAIVES THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY DEFAULT OR BREACH BY BUYER, AND AGREES THAT THE LIQUIDATED DAMAGES SET FORTH HEREIN SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY UNCURED BREACH OR DEFAULT BY BUYER UNDER THIS AGREEMENT FOLLOWING THE DUE DILIGENCE EXPIRATION DATE. HOWEVER, NOTHING IN THIS SECTION SHALL LIMIT THE EFFECTIVENESS OF THE INDEMNIFICATION AND/OR RESTORATION OBLIGATIONS OF BUYER UNDER SECTIONS 5.1(f), 5.2, 12 and 15.15 AND OBLIGATIONS OF BUYER UNDER SECTION 15.17 OF THIS AGREEMENT OR LIMIT THE RECOVERY OF ANY ATTORNEYS’ FEES, WHICH MAY BE RECOVERED BY SELLER PURSUANT TO SECTION 15.3 BELOW IN EXCESS OF THE DEPOSIT AMOUNT. Initials: /s/ MR /s/ DWB Buyer under this Agreement, Seller may pursue any other remedies permitted at law or in equity. In the event Seller terminates this Agreement due to a default by Buyer after Buyer has paid to Escrow fifteen percent (15%) of the Purchase Price, Seller shall refund to Buyer any amount that remains from the payments made by Buyer after subtracting fifteen percent (15%) of the Purchase Price, exclusive of interest, or the amount of Seller’s actual damages, whichever is greater.