Seller’s Remedy. Notwithstanding the delivery of a notice of termination by Buyer to Seller, this Agreement shall not be terminated if, within thirty (30) days after Seller's receipt of such notice:
(1) Seller remedies or agrees to remedy, to a degree which is mutually agreed during the referenced thirty (30) day period, such Material Adverse Environmental Condition or Material Defect; or (2) Seller and Buyer mutually agree on an adjustment to the Purchase Price.
Seller’s Remedy. If all of the conditions to Purchaser's obligation to purchase the Property have been fulfilled or waived in writing by Seller and if Purchaser defaults in performing under this Agreement, and such default is for any other reason than Seller's default, Seller shall be entitled to payment of the Xxxxxxx Money and interest thereon, not as a penalty, but for full liquidation of damages, the parties declaring and agreeing that actual damages are impossible to ascertain and that such is and represents a reasonable forecast and settlement of such damages of Seller, reached after negotiation between the parties. The parties agree that the sum stated above is liquidated damages and shall be in lieu of any other relief to which the Seller might otherwise be entitled by virtue of this Agreement or by operation of law or otherwise, and shall represent Seller's sole and exclusive remedy for such breach by Purchaser.
Seller’s Remedy. Upon termination by Buyer under this Section, Buyer will be obligated to pay only the following without duplication as Seller’s sole and exclusive remedy: (i) the Purchase Order price for all finished Products in the quantities ordered by Buyer that conform to the Purchase Order for which Seller has not been paid; (ii) Seller's reasonable actual cost of merchantable and useable work-in-process and the parts and materials transferred to Buyer under part (a)(ii) above; and (iii) Seller's reasonable actual cost of carrying out its obligation under subsection (a)(iii) above. Notwithstanding any other provision, Buyer will have no further liability to Seller and without limiting the generality of the foregoing, Buyer will have no further liability to Seller. Buyer's obligation upon termination under this Section will not exceed the obligation Buyer would have had to Seller in the absence of termination.
Seller’s Remedy. Money damages, as limited by these Terms and an Order, are Seller’s exclusive remedy for breach of contract and all other claims or theories of recovery. Seller may not allege breach of contract or other theory of recovery for such money damages without providing a written notice of breach, documentation supporting the claim, and a reasonable time for Buyer to cure any breach and otherwise resolve the matter.
Seller’s Remedy. If Buyer fails to complete the acquisition of the Properties by reason of any default by Buyer, Seller shall be released from any further obligations and shall be entitled to the following: INSOFAR AS IT WOULD BE EXTREMELY IMPRACTICABLE AND DIFFICULT TO ESTIMATE THE DAMAGE AND HARM WHICH SELLER WOULD SUFFER IN THE EVENT BUYER DEFAULTS AND FAILS TO COMPLETE THE SALE OR ACQUISITION OF THE PROPERTIES, AND INSOFAR AS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER’S DEFAULT AND FAILURE TO DULY COMPLETE THE SALE OR ACQUISITION OF THE PROPERTIES IS THE SUM OF TWO MILLION DOLLARS ($2,000,000). SELLER SHALL BE ENTITLED TO THE SUM OF TWO MILLION DOLLARS ($2,000,000) AS AND FOR SELLER’S SOLE REMEDY FOR DAMAGES ARISING FROM BUYER’S FAILURE TO COMPLETE THE SALE OR ACQUISITION OF THE PROPERTIES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. BY PLACING THEIR INITIALS BELOW, THE PARTIES ARE CONFIRMING THE ACCURACY OF THE STATEMENTS SET FORTH ABOVE.
Seller’s Remedy. Sellers shall have no right or remedy against --------------- Purchaser with respect to this Agreement for any failure of Purchaser to meet, comply with or perform any covenant, agreement or obligation on its part under this Agreement prior to the timely filing of the emergency motion described in Section 4.1. If Purchaser is in default hereunder solely as described in Section 12.3 (which default has not been cured to the satisfaction of HHR), then:
(a) AS SELLERS' SOLE REMEDY FOR SUCH DEFAULT AND UPON WRITTEN NOTICE OF TERMINATION FROM SELLER TO PURCHASER AND ESCROW AGENT, THE ESCROW AND THIS AGREEMENT SHALL TERMINATE (EXCEPT FOR THIS SECTION 12.4) AND ANY OTHER PROVISIONS WHICH EXPRESSLY SURVIVES TERMINATION OF THIS AGREEMENT). THE PARTIES ACKNOWLEDGE AND AGREE BY INITIALING THIS SECTION 12.4 THAT UPON PURCHASER'S DEFAULT AS DESCRIBED IN SECTION 12.3, SELLERS WILL INCUR CERTAIN COSTS AND OTHER DAMAGES IN AN AMOUNT THAT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO ASCERTAIN;
(b) PURCHASER ACKNOWLEDGES AND AGREES THAT THE $1,000,000 PLACED IN THE ESCROW DEPOSIT ON BEHALF OF PURCHASER BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUFFERED BY SELLERS BY REASON OF FAILURE OF THE CLOSE OF ESCROW SO TO OCCUR, AND $1,000,000 IS NOT AN AMOUNT UNREASONABLE UNDER THE CIRCUMSTANCES EXISTING AT THE TIME THIS AGREEMENT WAS MADE; AND
(c) UPON FIVE (5) DAYS PRIOR WRITTEN NOTICE TO ESCROW AGENT AND PURCHASER BY HHR OF A NOTICE OF TERMINATION, ESCROW AGENT SHALL (i) RELEASE $1,000,000 FROM THE ESCROW DEPOSIT TO HHR, ON BEHALF OF SELLERS, AS LIQUIDATED DAMAGES, WHICH DAMAGES SHALL BE SELLERS' SOLE MONETARY REMEDY HEREUNDER IN THE EVENT OF SUCH A BREACH BY PURCHASER, (ii) RELEASE THE REMAINING AMOUNT IN THE ESCROW DEPOSIT TO PURCHASER TOGETHER WITH ANY OTHER AMOUNTS RECEIVED FROM PURCHASER, AND (iii) RETURN TO SELLERS AND PURCHASER ALL DOCUMENTS AND INSTRUMENTS PREVIOUSLY DEPOSITED INTO THE ESCROW BY OR ON BEHALF OF SUCH PARTY. INITIALS: _______________________ ___________________________ SELLERS PURCHASER
Seller’s Remedy. In the event of a Purchaser Default, Seller's sole and exclusive right and remedy shall be to retain the Deposit as full, fixed and liquidated damages, not as a penalty, whereupon this Agreement shall terminate. Thereafter, Purchaser and Seller shall be relieved of further liability hereunder, at law or in equity, it being the agreement of the parties that Purchaser shall have no liability or obligation for default hereunder or otherwise arising out of the transaction contemplated herein except to the extent of the Deposit made herein, and in no event shall Purchaser’s liability or responsibility for any failure, breach or default hereunder or otherwise arising out of the transaction contemplated herein exceed the Deposit, and in no event shall Seller be entitled to specific performance of this Agreement, or any other equitable remedies. Notwithstanding the foregoing, Purchaser's indemnity obligations provided for in Subparagraph 10(b) (for construction related activities) shall not be subject to the limitations provided above, rather Seller shall have the right, after Purchaser's failure to cure as provided in above, as its sole and exclusive remedy, to enforce such indemnifications in the court of law permitted under this Agreement.
Seller’s Remedy. (1) If Purchaser is in default hereunder then, as Seller's sole remedy for such default and upon written notice of termination from Seller to Purchaser, this contract shall terminate (except for this SECTION 10.4 and any other provisions which expressly survive termination of this contract). The parties acknowledge and agree that upon Purchaser's default, Seller will incur certain costs and other damages in an amount that would be extremely difficult or impractical to ascertain. Without limiting the generality of the foregoing: (a) such costs and damages will include administrative costs incurred by Seller in the processing and review of this contract and other documents relating to this transaction, and damages suffered by reason of Seller's withdrawing the Property from the open market; (B) Seller is entering into this contract with Purchaser in reliance upon Purchaser's commitment to purchase the Property from Seller on or before the Closing Date and upon the warranty, representation and covenant which Purchaser hereby makes with respect to this SECTION 10.4, that this SECTION 10.4 is valid and binding on Purchaser and enforceable in accordance with its terms and that upon request Purchaser will execute and deliver to Seller a written acknowledgment by Purchaser of the termination of this contract, as provided in this SECTION 10.4;
(2) Purchaser acknowledges and agrees that the sum of Fifty Thousand Dollars ($50,000) bears a reasonable relationship to the damages which the parties estimate may be suffered by Seller by reason of failure of the closing of the Transaction to occur; and
(3) Upon delivery to Purchaser by Seller of a notice of termination, Purchaser shall pay to Seller, as liquidated damages, the sum of Fifty Thousand Dollars ($50,000) which damages (except as otherwise provided in this Section 10.4) shall be Seller's sole monetary remedy hereunder in the event of such a breach by Purchaser, and shall forthwith return to Seller all documents and instruments theretofore provided to Purchaser by or on behalf of Seller.
Seller’s Remedy. The Parties acknowledge that it is impossible to ascertain Seller’s damages in the event of default by Purchaser hereunder. Accordingly, the Parties agree that if Purchaser defaults in performing under this Agreement (Seller not then being in default), The Title Company shall pay to Seller all monies then in escrow and any interest thereon, not as a penalty, but for full liquidation of damages, the parties declaring and agreeing that such is and represents a reasonable forecast and settlement of such damages of Seller. The Parties agree that the sum stated above in liquidated damages shall be in lieu of any other relief to which the Seller might otherwise be entitled by virtue of this Agreement or by operation of law or otherwise, and shall represent Seller’s sole and exclusive remedy for such breach by Purchaser.
Seller’s Remedy. In the event Purchaser shall be deemed to be in default hereunder, Seller, as Seller's sole and exclusive remedy for such default, shall be entitled to terminate this Agreement and all rights of Purchaser hereunder and to receive the Independent Consideration, it being agreed between Purchaser and Seller that such sum shall be liquidated damages for a default of Purchaser hereunder because of the difficulty, inconvenience, and uncertainty of ascertaining actual damages for such default. If Seller shall be entitled to the Independent Consideration in accordance with this Section 10.2, Purchaser agrees to deliver, on written request of Seller, such instructions as may be reasonably necessary to cause the Title Company to deliver the Independent Consideration to Seller. In such event, Purchaser will pay the costs of the Survey, Title Commitment, Search Reports, appraisals and any environmental survey, report or study, which items shall be and become property of Purchaser.
