Seller’s Sole Remedy. PRIOR TO ENTERING INTO THIS AGREEMENT, PURCHASER AND SELLER HAVE CONSIDERED THE DAMAGES THAT WOULD BE SUFFERED BY SELLER IN THE EVENT OF A DEFAULT BY PURCHASER OF ITS OBLIGATION TO PURCHASE THE PROPERTIES. GIVEN ALL THE FACTORS WHICH DIRECTLY AFFECT THE VALUE AND MARKETABILITY OF THE PROPERTIES, THE PARTIES REALIZE THAT IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY DEGREE OF CERTAINTY THE AMOUNT OF DAMAGES WHICH WOULD BE SUFFERED BY SELLER IN THE EVENT OF PURCHASER’S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT TO PURCHASE THE PROPERTIES. THEREFORE, THE PARTIES AGREE THAT IF PURCHASER FAILS OR REFUSES TO PERFORM ITS OBLIGATIONS HEREUNDER, SELLER SHALL, AS ITS SOLE REMEDY, BE ENTITLED TO TERMINATE THIS AGREEMENT AND BE ENTITLED TO RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES, WHICH DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES AND IS NOT A PENALTY. IF THIS AGREEMENT TERMINATES FOR ANY REASON OTHER THAN SELLER’S BREACH OR DEFAULT, THEN PURCHASER SHALL DELIVER TO SELLER, AT NO COST OR EXPENSE TO SELLER, ALL SURVEYS, ENGINEERING STUDIES, SOILS REPORTS, MAPS, FEASIBILITY STUDIES, AND OTHER SIMILAR ITEMS PREPARED BY OR FOR PURCHASER IN CONNECTION WITH THE PROPERTIES, AND FURTHER SHALL DELIVER TO SELLER ANY AND ALL DOCUMENTS WHICH SELLER MAY REASONABLY REQUIRE FOR THE PURPOSE OF REMOVING ANY CLOUD ON TITLE TO THE PROPERTIES CREATED BY THE EXECUTION OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING OR ANYTHING HEREIN TO THE CONTRARY, SELLER’S RIGHTS OR REMEDIES SHALL NOT BE LIMITED WITH RESPECT TO: (I) THE OBLIGATIONS OF PURCHASER UNDER ARTICLE III AND ARTICLE X, AND (II) THOSE RIGHTS AND OBLIGATIONS THAT, BY THEIR TERMS, SURVIVE THE TERMINATION OF THIS AGREEMENT. Seller’s Initials Purchaser’s Initials
Seller’s Sole Remedy. If the contingencies described in Section 6 above are satisfied or waived by Xxxxx and the transaction does not thereafter close, through no fault of Seller, before the close of business on the Closing Date, Buyer will forfeit the Xxxxxxx Money to Seller as liquidated damages, and this Agreement will be of no further effect, it being the intention of the parties that the forfeit of the Xxxxxxx Money will be the sole and exclusive remedy available to Seller. / Seller(s) Signatures / Buyer(s) Signatures
Seller’s Sole Remedy. If the closing of this transaction fails to occur due to Buyer's default under this Agreement (all of the conditions to Buyer's obligations to close having been satisfied or waived), Seller's sole and exclusive remedy shall be to terminate the escrow and receive and retain the Deposit in accordance with SECTION 10(B).
Seller’s Sole Remedy. In the event of any Purchaser Event of Default, Seller’s sole remedy shall be to terminate this Agreement by giving written notice to Purchaser, in which event Purchaser shall reimburse Seller for Seller’s actual, out-of-pocket expenses, upon Purchaser’s receipt of evidence of same, up to a maximum amount of Five Thousand Dollars ($5,000.00) per Property (such amounts to be paid to Seller upon receipt by Purchaser of evidence of the incurrence thereof by Seller), and neither party shall have any further obligation or liability, except for the obligations set forth herein, the provisions of which are expressly stated to survive termination of this Agreement.
Seller’s Sole Remedy. Prior to entering into this Contract, Purchaser and Seller have considered the damages that would be suffered by Seller in the event of a default by Purchaser of its obligation to purchase the Assets. Given all the factors which directly affect the value and marketability of the Assets, the parties realize that it would be extremely difficult and impracticable, if not impossible, to ascertain with any degree of certainty the amount of damages which would be suffered by Seller in the event of Purchaser's failure to perform its obligations under this Contract to purchase the Assets. The parties hereby agree that a reasonable amount of liquidated damages is the Deposit, and in the event of Purchaser's failure to perform its obligations under this Contract to purchase the Assets, Seller shall, as its sole and exclusive remedy, be entitled to retain the Deposit as liquidated damages. Failure of Purchaser to deliver to Escrow Agent any of the documents required under this Contract because any party to such document other than Purchaser or any affiliate of Purchaser refuses to execute the same shall not be deemed a default by Purchaser in its obligations under this Contract, but shall be deemed a failure of a condition precedent, whereupon the Deposit shall be returned to Purchaser and this Contract shall be terminated.
Seller’s Sole Remedy. In the event of any Purchaser Event of Default, Seller’s sole remedy shall be to terminate this Agreement by giving written notice to Purchaser, in which event Seller shall retain the Xxxxxxx Money Deposit as liquidated damages (and not as a penalty).
Seller’s Sole Remedy. Prior to entering into this Purchase Agreement, Purchaser and Seller have considered the damages that would be suffered by Seller in the event of a default by Purchaser of its obligation to purchase the Property. Given all the factors which directly affect the value and marketability of the Property, the parties realize that it would be extremely difficult and impracticable, if not impossible, to ascertain with any degree of certainty the amount of damages which would be suffered by Seller in the event of Purchaser’s failure to perform its obligations under this Purchase Agreement to purchase the Property. The parties hereby agree that a reasonable amount of liquidated damages is an amount equal to the Exxxxxx Money Deposit, and in the event Purchaser fails to perform its obligations under this Purchase Agreement to purchase the Property, Seller shall, as its sole remedy, be entitled to terminate this Purchase Agreement and obtain such sum as liquidated damages. Notwithstanding the foregoing or anything herein to the contrary, Seller’s rights or remedies shall not be limited with respect to: (a) any indemnification obligations of Purchaser contained in this Purchase Agreement and (b) those other rights and obligations that, by their terms, survive the termination of this Purchase Agreement.
Seller’s Sole Remedy. Prior to entering into this Contract, Buyer and Seller have considered the damages that would be suffered by Seller in the event of a default by Buyer of its obligation to purchase the Membership Interests. Given all the factors which directly affect the value and marketability of the Property and the other Purchased Assets, the parties realize that it would be extremely difficult and impracticable, if not impossible, to ascertain with any degree of certainty the amount of damages which would be suffered by Seller in the event of Buyer’s failure to perform its obligations under this Contract to purchase the Membership Interests. The parties hereby agree that a reasonable amount of liquidated damages is an amount equal to the Deposit. If this Contract terminates for any reason other than Seller’s breach or default of its obligations hereunder, then Buyer shall deliver to Seller, at no charge, any and all documents which Seller may reasonably require for the purpose of removing any cloud on title to the Property or other Purchased Assets created by the execution of this Contract. Notwithstanding the foregoing or anything herein to the contrary, Seller’s rights or remedies shall not be limited with respect to: (a) the obligations of Buyer under Article 5, Article 10 and Section 17.9, and (b) those other rights and obligations that, by their terms, survive the termination of this Contract.
Seller’s Sole Remedy. In the event a Purchaser Event of Default occurs, Seller’s sole and exclusive sole remedy shall be to terminate this Agreement by delivering to Purchaser written notice of Seller’s termination, in which event Seller shall be entitled to receive the Xxxxxxx Money Deposit as liquidated damages (and not as a penalty) and thereafter neither Seller nor Purchaser shall have any further obligations or liabilities herein, save and except those obligations or liabilities that expressly survive termination of this Agreement. SELLER AND PURCHASER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S DAMAGES IN THE EVENT OF A PURCHASER EVENT OF DEFAULT WOULD BE DIFFICULT OR IMPOSSIBLE TO ASCERTAIN OR DETERMINE, THAT THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT IS SELLER’S AND PURCHASER’S BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT OF A PURCHASER EVENT OF DEFAULT, AND THAT THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT IS REASONABLE WHEN CONSIDERING ALL OF THE FACTS AND CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE.
Seller’s Sole Remedy. Notwithstanding any breach of this Purchase Order by Buyer, it is expressly agreed that Seller’s remedy and the liability of Buyer (whether for special order products and services or all other products and services) as set forth in Section 2 represents the exclusive and sole remedy of Seller under this Purchase Order.
