Common use of Seller’s Remedies Clause in Contracts

Seller’s Remedies. The sale of the Property is a cash sale and is not subject to any financing contingency. The Buyer may not delay the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer fails to close on the Closing Date due to a lack of financing, the Buyer shall be in default of this Agreement and the Seller may, but shall not obligated to, terminate this Agreement and retain the Deposit Money made hereunder as liquidated damages. The Parties agree that the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except for such obligations as expressly survive the termination of this Agreement. The Parties agree the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereof. Notwithstanding anything to the contrary set forth in this Agreement, in no event will the Seller be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damages.

Seller’s Remedies. The sale Time is of the Property is a cash sale essence of this contract and is not subject upon failure of BUYER to make any financing contingency. The Buyer may not delay payments due under this contract or to accept the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer fails to close on the Closing Date due to a lack of financingGoods, the Buyer EPOXY, at its sole discretion and option shall be entitled to rescind the contract and BUYER shall at EPOXY’s request, pay to EPOXY in default lieu of this Agreement the enforcement of the contract between EPOXY and the Seller mayBUYER, but shall not obligated to, terminate this Agreement and retain the Deposit Money made hereunder as liquidated damages. The Parties agree that , a sum equal to thirty (30%) percent of the actual list price of the Goods, which sum BUYER agrees is a fair measure of damages and if shipment has been made, EPOXY may retake and or resell the Goods and recover from BUYER all damages suffered including the expenses of repossession, transportation from the factory and return, demurrage, cartage, loading and unloading expense, packaging, selling and advertising costs and all other similar expenses actually incurred by EPOXY by reason of the shipment and attempted delivery of the Goods, EPOXY reserves the right at its option and sole discretion, to delay shipments or deliveries of the Goods to BUYER to demand cash or satisfactory security before making shipment to cancel all or any portion of this contract and or to declare all sums owing by BUYER on account of the purchase of the Goods immediately due and payable without notice or demand upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount occurrence of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions following events of default: a. Default by BUYER in the payment or performance of any liability, Indebtedness or obligation of BUYER to EPOXY, whether contained in this Invoice Agreement required or not. b. Any warranty representation or statement made or furnished to EPOXY by or on behalf of BUYER proves to have been false in any material respect when made or furnished. c. Any event which results in the acceleration of the maturity of indebtedness of BUYER to others under any indenture agreement undertaking or otherwise. d. Death, dissolution, termination of existence, insolvency, business failure, appointment of a receiver of any part of the property of BUYER, assignment for the benefitl of creditors by execution of a trust mortgage by, the recording or existence of any lien for any unpaid taxes or any other cause whatsoever against, the calling of a meeting of creditors of, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against BUYER, or e. If EPOXY decides in its sole discretion, that the outstanding indebtedness of BUYER to EPOXY or other creditors exceeds reasonable credit allowances, if EPOXY shall deem itself to be performed by the Buyer prior to Closing insecure or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except for such obligations as expressly survive the termination of this Agreement. The Parties agree the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereof. Notwithstanding anything to the contrary set forth in this Agreement, in no event will the Seller be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries of the Buyer, EPOXY for any special, exemplary, indirect or consequential damages, reason becomes dissatisfied with BUYER’s performance in connection with prior sales from EPOXY to BUYER including without limitation any lost profitslimitation, loss of businessarbitrary deductions, business interruptionprice offsets, lost savings unethical practices or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damagesunjust complaints by BUYER with respect to previous shipments.

Seller’s Remedies. Purchaser acknowledges that Seller, in entering into this Agreement, has agreed to do so only if the Downpayment is paid to Seller unconditionally and on a non-refundable basis, as liquidated damages in the event that Purchaser defaults in the performance of any of its obligations under this Agreement, including the failure to purchase the Twenty First Floor Unit, as set forth below. Seller and Purchaser agree that it would be impractical and extremely difficult, if not impossible, to fix actual damages that would be suffered by Seller as a result of such default. The sale parties therefore agree that if (i) Purchaser shall default in the payment of the Property is a cash sale and is not subject Purchase Price or if Purchaser shall default in the performance of any of its other obligations to any financing contingency. The Buyer may not delay be performed on the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer such that Purchaser fails to close on the acquisition of the Twenty First Floor Unit, or (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date due and, with respect to a lack of financingany default under this clause (ii) only, the Buyer such default shall continue for ten (10) days after notice to Purchaser, Seller’s sole remedy by reason thereof shall be in default of this Agreement and the Seller may, but shall not obligated to, to terminate this Agreement and and, upon such termination, Seller shall be entitled to retain the Deposit Money made Downpayment, as and for its sole remedy hereunder and at law or in equity, as Seller’s liquidated damages. The Parties agree that the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and void, and neither party Seller thereafter shall not have any further rights liability or obligations obligation to Purchaser hereunder nor shall Purchaser have any further liability or obligation to Seller hereunder, except for such liabilities or obligations as expressly which are specifically stated herein to survive the termination of this Agreement. The Parties agree parties have consulted with their respective advisors and attorneys and have negotiated with each other and have agreed upon an amount for the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Money, which has been negotiated, represents a Downpayment that both believe is fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at and a suitable proxy for actual damages. The payment of the time hereof. Notwithstanding anything Downpayment to Seller as liquidated damages is not intended to be a forfeiture or penalty, but instead to constitute liquidated damages to Seller and is a reasonable estimate of the contrary damages that will be incurred by Seller if Purchaser defaults under or breaches this Agreement as set forth above and fails to purchase the Twenty First Floor Unit. Purchaser covenants not to bring any action or suit challenging the amount of liquidated damages provided hereunder in this Agreement, in no the event will the Seller be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damagesdefault.

Seller’s Remedies. The sale Subject to the terms of the Property is a cash sale second to the last sentence of this Section 11.1, if Purchaser fails to perform as required by this Agreement on or prior to the Closing Date, in the time and manner set forth in this Agreement, and provided Seller is not subject to any financing contingency. The Buyer then in default, Seller may not delay the Closing Date or terminate this Agreement due and the escrow if such default is not cured after five (5) days written notice to Purchaser and the Escrow Agent, in which event Seller shall be entitled to all of the Deposit (and Escrow Agent shall deliver to Seller the Deposit), as consideration for acceptance of this Agreement, for taking the Property off the market, and as the parties' best estimate of Seller's damages resulting from Purchaser's default, but not as a penalty. The Deposit released to Seller upon such termination shall be Seller's sole and exclusive remedy against Purchaser in all respects, except for any indemnification obligations of Purchaser contained in this Agreement and except as provided in the immediately following sentence. Notwithstanding the foregoing, if Purchaser wrongfully refuses to cause Escrow Agent to terminate the escrow created hereby, if Purchaser wrongfully claims that this Agreement has not been terminated, or if Purchaser wrongfully refuses to allow the termination of this Agreement following a default by Purchaser, Seller shall also be entitled to recover (a) all costs and expenses, including actual attorneys' fees, incurred by Seller in seeking specific performance of this liquidated damages provision, and (b) all costs and expenses, including actual attorneys' fees and consequential damages, if any, which may be incurred by Seller by reason of the cloud on title to the Buyer’s inability Property which may result from Purchaser's wrongful failure to obtain financingallow the termination of the escrow created hereby and the Agreement. If Notwithstanding the Buyer foregoing to the contrary, Purchaser shall be entitled to no cure period if Purchaser fails to close escrow on the Closing Date due to a lack of financing, the Buyer shall be Purchaser's failure to have immediately available funds in default of this Agreement and the Seller may, but shall not obligated to, terminate this Agreement and retain the Deposit Money made hereunder as liquidated damages. The Parties agree that the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable escrow sufficient in amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of transaction described herein in accordance with the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except for such obligations as expressly survive the termination of this Agreement. The Parties agree the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereof. Notwithstanding anything to the contrary set forth in this Agreement, in no event will the Seller be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damages.

Seller’s Remedies. The sale of Section 18.02. Purchaser acknowledges that (i) Seller by executing and delivering this Agreement, will be forgoing other opportunities to sell the Property is a cash sale Unit, and is not subject (ii) Seller, in entering into this Agreement, has agreed to any financing contingency. The Buyer may not delay the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer fails to close on the Closing Date due to a lack of financing, the Buyer shall be in default of this Agreement and the Seller may, but shall not obligated to, terminate this Agreement and retain the Deposit Money made hereunder as liquidated damages. The Parties agree that the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain do so only if the Buyer violates or fails Downpayment is paid to close Seller unconditionally and on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of a non-refundable basis except as set forth in this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedyAgreement, as liquidated damages for in the event that Purchaser defaults in purchasing the Unit. Seller and Xxxxxxxxx agree that it would be impractical and extremely difficult, if not impossible, to fix actual damages that would be suffered by Seller as a result of such violation or failuredefault. The parties therefore agree that if Purchaser defaults in purchasing the Unit, whereupon Seller's sole remedy by reason thereof shall be to terminate this Agreement and, upon such termination, Seller shall become null be entitled to retain the Downpayment, as and voidfor its sole remedy hereunder, as Seller's liquidated damages, and neither party Seller thereafter shall not have any further rights liability or obligations obligation to Purchaser hereunder nor shall Purchaser have any further liability or obligation to Seller hereunder, except for such liabilities or obligations as expressly which are specifically stated herein to survive the termination of this Agreement. The Parties agree parties have consulted with their respective advisors and attorneys and have negotiated with each other and have agreed upon an amount for the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Money, which has been negotiated, represents a Downpayment that both believe is fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereofand a suitable proxy for actual damages. Notwithstanding anything to the contrary set forth in this Agreement, in no event will the Seller be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries The payment of the BuyerDownpayment to Seller as liquidated damages is not intended to be a forfeiture or penalty, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the but instead to constitute liquidated damages to Seller has been advised and is a reasonable estimate of the possibility damages that will be incurred by Seller if Purchaser defaults under or breaches this Agreement and fails to purchase the Unit. Purchaser covenants not to bring any action or suit challenging the amount of liquidated damages provided hereunder in the event of such damagesdefault.

Seller’s Remedies. Purchaser acknowledges that Seller, in entering into this Agreement, has agreed to do so only if the Downpayment is paid to Seller unconditionally and on a non-refundable basis, as liquidated damages in the event that Purchaser defaults in the performance of any of its obligations under this Agreement, including the failure to purchase the Twentieth Floor Unit, as set forth below. Seller and Purchaser agree that it would be impractical and extremely difficult, if not impossible, to fix actual damages that would be suffered by Seller as a result of such default. The sale parties therefore agree that if (i) Purchaser shall default in the payment of the Property is a cash sale and is not subject Purchase Price or if Purchaser shall default in the performance of any of its other obligations to any financing contingency. The Buyer may not delay be performed on the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer such that Purchaser fails to close on the acquisition of the Twentieth Floor Unit, or (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date due and, with respect to a lack of financingany default under this clause (ii) only, the Buyer such default shall continue for ten (10) days after notice to Purchaser, Seller’s sole remedy by reason thereof shall be in default of this Agreement and the Seller may, but shall not obligated to, to terminate this Agreement and and, upon such termination, Seller shall be entitled to retain the Deposit Money made Downpayment, as and for its sole remedy hereunder and at law or in equity, as Seller’s liquidated damages. The Parties agree that the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and void, and neither party Seller thereafter shall not have any further rights liability or obligations obligation to Purchaser hereunder nor shall Purchaser have any further liability or obligation to Seller hereunder, except for such liabilities or obligations as expressly which are specifically stated herein to survive the termination of this Agreement. The Parties agree parties have consulted with their respective advisors and attorneys and have negotiated with each other and have agreed upon an amount for the actual damages upon the Buyer’s default would be extremely difficult or impracticable to ascertain and the Deposit Money, which has been negotiated, represents a Downpayment that both believe is fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at and a suitable proxy for actual damages. The payment of the time hereof. Notwithstanding anything Downpayment to Seller as liquidated damages is not intended to be a forfeiture or penalty, but instead to constitute liquidated damages to Seller and is a reasonable estimate of the contrary damages that will be incurred by Seller if Purchaser defaults under or breaches this Agreement as set forth above and fails to purchase the Twentieth Floor Unit. Purchaser covenants not to bring any action or suit challenging the amount of liquidated damages provided hereunder in this Agreement, in no the event will the Seller be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damagesdefault.

Seller’s Remedies. The sale of If Purchaser defaults on its obligation to purchase the Property is a cash sale and is not subject pursuant to any financing contingency. The Buyer may not delay the Closing Date or terminate this Agreement due to the Buyer’s inability to obtain financing. If the Buyer fails to close on the Closing Date due to a lack of financingAgreement, the Buyer Seller shall be entitled, as its sole remedy (except as provided in default of this Agreement Sections 4.9, 8.8, 10.3 and the Seller may10.4 hereof), but shall not obligated to, to terminate this Agreement and retain recover the Deposit Xxxxxxx Money made hereunder as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder. Seller and Purchaser agree that Seller’s damages resulting from Purchaser’s default are difficult, if not impossible, to determine and the Xxxxxxx Money is a fair estimate of those damages which has been agreed to in an effort to cause the amount of such damages to be certain. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of the Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds the actual damages of Seller or that the retention by Seller of the Xxxxxxx Money constitutes a penalty and not agreed upon and reasonable liquidated damages. The Parties agree that Notwithstanding anything in this Section 10.1 or in Exhibit K to the actual damages upon contrary, in the Buyerevent of Purchaser’s default would be extremely difficult or impracticable to ascertain and that the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition of the Property as required hereunder, the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except for such obligations as expressly survive the termination of this Agreement. The Parties agree , Seller shall have all remedies available at law or in equity in the actual damages upon event Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Buyer’s default Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property, and in said event Seller shall not be extremely difficult required to submit such matter to arbitration as contemplated by Exhibit K. If Closing is consummated, Seller shall have all remedies available at law or impracticable to ascertain and in equity in the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or event Purchaser fails to fulfill and perform any obligation of the terms and conditions of Purchaser under this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereofthat survives Closing. Notwithstanding anything to the contrary set forth in this AgreementIN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, in no event will the Seller be liable to the Buyer or to any representativesSHAREHOLDERS, agentsMEMBERS, affiliates or subsidiaries of the BuyerMANAGERS, for any specialOWNERS OR AFFILIATES, exemplaryANY OFFICER, indirect or consequential damagesMANAGER, including without limitation any lost profitsDIRECTOR, loss of businessEMPLOYEE OR AGENT OF THE FOREGOING, business interruptionOR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, lost savings or other incidental or punitive damagesCAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, even if the Seller has been advised of the possibility of such damagesWHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

Seller’s Remedies. The sale of If Purchaser or LEHH, as the case may be, fails to purchase (i) the Property pursuant to this Agreement, or (ii) the Assets pursuant to the Bond Purchase Agreement because of Purchaser's or LEHH's failure to perform its obligations hereunder or thereunder (all conditions to Purchaser's or LEHH's obligations having been satisfied or waived by Purchaser or LEHH) or there is a cash sale breach of any of Purchaser's or LEHH's representations and warranties herein or therein which prohibits Purchaser's or LEHH's performance hereunder or thereunder and Seller is not subject in default under this Agreement and TEWB is not in default under the Bond Purchase Agreement and Purchaser or LEHH, as the case may be, fails to cure (or, with respect to a representation or warranty, fails to commence and effect a cure by the later of Closing or ten (10) days after written notice thereof from Seller or TEWB) any financing contingency. The Buyer may not delay such breach or failure within ten (10) days after written notice thereof from Seller to Purchaser or from TEWB to LEHH, as applicable, specifying such breach or failure, then as Seller's sole and exclusive remedy hereunder, Seller shall have the Closing Date or right to terminate this Agreement due by giving Purchaser and the Title Company written notice thereof and Seller shall be entitled to the Buyer’s inability to obtain financing. If the Buyer fails to close on the Closing Date due to a lack of financingreceive, as its sole remedy, the Buyer shall be in default Property Earnest Money (together wixx xxx interest accrued thereon) as liquidated damages (Seller and Purchaser hereby acknowledging that the amount of damages resulting from a breach of this Agreement and the Seller may, but shall not obligated to, terminate this Agreement and retain the Deposit Money made hereunder as liquidated damages. The Parties agree that the actual damages upon the Buyer’s default by Purchaser would be extremely difficult or impracticable impossible to accurately ascertain and that the Deposit Money, which has been negotiated, represents sum represented by the Property Earnest Money (together witx xxx xnterest accrued thereon) is a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails to close on the Closing Date due to inability to obtain financing or lack of funding. In the event the Buyer violates or fails to fulfill or perform any estimate of the terms total net detriment that Seller would suffer) and conditions of this Agreement required to be performed by the Buyer prior to Closing or if the Buyer fails to consummate the acquisition upon Seller's receipt of the Property as required hereunderEarnest Money (together with xxx xxterest accrued thereon), the Seller may terminate this Agreement upon written notice to the Buyer and the Deposit Money shall be delivered to the Seller by the Escrow Agent as the Seller’s sole and exclusive remedy, as liquidated damages for such violation or failure, whereupon this Agreement shall become null and voidterminate, and neither no party to this Agreement shall have any further rights claim, agreement, or obligations hereunder, except for such obligations as expressly survive the termination of this Agreement. The Parties agree the actual damages upon the Buyer’s default would be extremely difficult or impracticable obligation to ascertain and the Deposit Money, which has been negotiated, represents a fair and reasonable amount of damages that the Seller will sustain if the Buyer violates or fails any other party to fulfill and perform any of the terms and conditions of this Agreement required to be performed by the Buyer prior to Closing under the circumstances existing at the time hereof. Notwithstanding anything to the contrary set forth in this Agreement, in no event will except the Seller Surviving Duties, and any lien of Purchaser against the Property shall automatically cease, terminate and be liable to the Buyer or to any representatives, agents, affiliates or subsidiaries of the Buyer, for any special, exemplary, indirect or consequential damages, including without limitation any lost profits, loss of business, business interruption, lost savings or other incidental or punitive damages, even if the Seller has been advised of the possibility of such damagesreleased.