Common use of Termination Default Remedies Clause in Contracts

Termination Default Remedies. (a) If Purchaser terminates this Agreement by written notice to Seller at any time following the expiration of the Inspection Period and prior to the Closing for any reason other than as a result of a default by Seller, then Seller shall be entitled to the Deposit then held by Escrow Agent as its exclusive right and remedy, and, except as otherwise set forth herein, neither party shall have any further liability to the other. Purchaser and Seller acknowledge that it would be extremely impracticable and difficult to ascertain the actual damages that would be suffered by Seller if Purchaser fails to consummate the purchase and sale of the Project. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expenses of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, together with the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain, but that Seller cannot at this time calculate with absolute certainty. Therefore, the parties acknowledge that the amount of the Deposit has been agreed upon as the parties’ best, and they believe reasonable, estimate of Seller’s damages and as Seller’s sole and exclusive remedy against Purchaser, at law or in equity, in the event of a default under this Agreement on the part of Purchaser. The parties further acknowledge that the foregoing liquidated damages are intended not as a penalty, but as full liquidated damages, in the event of Purchaser’s default. (b) In the event of a default by Seller (after ten (10) days written notice to Seller identifying the default and Seller having failed to cure the same within said ten (10) day period) under this Agreement, Purchaser shall be entitled to exercise either of the following exclusive remedies: (i) terminate this Agreement and receive a full refund of the Deposit; or (ii) bring an action in equity for specific performance of this Agreement. (c) In the event this Agreement is terminated by a party pursuant to a right contained herein to so terminate, neither party shall have any further liability or obligation to the other pursuant to this Agreement except for any liability or obligation which by the terms of this Agreement survives such termination.

Termination Default Remedies. (a) If Purchaser terminates this Agreement by written notice to Seller at any time following the expiration of the Inspection Period and prior to the Closing for any reason other than as a result of a the default by Seller, then Seller shall be entitled to the Deposit then held by Escrow Agent and shall be entitled to keep the Prepayment as its exclusive right and remedy, and, except as otherwise set forth herein, neither party shall have any further liability to the other. Purchaser and Seller acknowledge that it would be extremely impracticable and difficult to ascertain the actual damages damage that would be suffered by Seller if Purchaser fails to consummate the purchase and sale of the Project. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expenses of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, together with the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain, but that Seller cannot at this time calculate with absolute certainty. Therefore, the parties acknowledge that the amount of the Deposit has and the Prepayment have been agreed upon as the parties’ best, and they believe reasonable, estimate of Seller’s damages and as Seller’s sole and exclusive remedy against Purchaser, at law or in equity, in the event of a default under this Agreement on the part of Purchaser. The parties further acknowledge that the foregoing liquidated damages are intended not as a penalty, but as full liquidated damages, in the event of Purchaser’s default. (b) In the event of a default by Seller (after ten (10) days written notice to Seller identifying the default and Seller having failed to cure the same within said ten (10) day period) under this Agreement, Purchaser shall be entitled to exercise either of the following exclusive remedies: (i) terminate this Agreement and receive a full refund of the DepositDeposit and the Prepayment; or (ii) bring an action in equity for specific performance of this Agreement. (c) In the event this Agreement is terminated by a party pursuant to a right contained herein to so terminate, neither party shall have any further liability or obligation to the other pursuant to this Agreement except for any liability or obligation which by the terms of this Agreement survives such termination.” 12. Paragraph 28 of the Agreement is hereby amended and restated in its entirety as follows:

Termination Default Remedies. (a) If Purchaser terminates this Agreement by written notice to Seller at any time following the expiration of the Inspection Period and prior to the Closing for any reason other than as a result of a default by Seller, then Seller shall be entitled to the Deposit then held by Escrow Agent as its exclusive right and remedy, and, except 13.1 Except as otherwise set forth herein, neither party shall have any further liability to the other. Purchaser and Seller acknowledge that it would be extremely impracticable and difficult to ascertain the actual damages that would be suffered by Seller if Purchaser fails to consummate the purchase and sale of the Project. Purchaser and Seller have considered carefully the loss to Seller as a consequence of the negotiation and execution of this Agreement, the personal expenses of Seller incurred in connection with the preparation of this Agreement and Seller’s performance hereunder, together with the other damages, general and special, that Purchaser and Seller realize and recognize Seller will sustain, but that Seller cannot at this time calculate with absolute certainty. Therefore, the parties acknowledge that the amount of the Deposit has been agreed upon as the parties’ best, and they believe reasonable, estimate of Seller’s damages and as Seller’s sole and exclusive remedy against Purchaser, at law or in equitybelow, in the event of a default under this Agreement is terminated pursuant to the terms hereof, the Deposit plus interest shall be returned to Purchaser and the parties shall have no further obligations one to the other. 13.2 In the event of any material default on the part of Purchaser. The parties further acknowledge that the foregoing liquidated damages are intended not as a penalty, but as full liquidated damages, in the event of Purchaser’s default. (b) In the event of a default by Seller (after under this Agreement which continues for ten (10) days after receipt of written notice from Purchaser (except that no notice shall be required for default under any obligation to Seller identifying the default and Seller having failed to cure the same within said ten (10) day period) under this Agreementbe performed at Closing), Purchaser shall be entitled have the right, as Purchaser’s sole exclusive remedy, to exercise either of the following exclusive remedies: (i) terminate this Agreement and receive obtain a full refund of its Deposit plus interest, together with reimbursement of Purchaser’s actually incurred out of pocket costs in conjunction with the DepositAgreement, up to a maximum of Seventy-Five Thousand and No/100 Dollars ($75,000.00); or or (ii) bring an action in equity for specific performance to cause Seller to convey the Property to Purchaser pursuant to the terms and conditions of this Agreement, and Seller shall have no additional liability for damages on account thereof. (c) 13.3 In the event of any material default on the part of Purchaser under this Agreement is terminated by a party pursuant which continues for ten (10) days after receipt of written notice from Seller (except that no notice shall be required for default under any obligation to a right contained herein be performed at Closing), Seller shall be entitled to so terminateterminate this Agreement and receive immediate full cash payment of the Deposit plus interest as liquidated damages and the parties hereto will have no further rights, neither party shall have any further liability duties or obligation obligations to the other pursuant to this Agreement except for any liability or obligation which by the terms as a result of this Agreement survives Agreement. Retention of the Deposit shall be Seller’s sole and exclusive remedy hereunder in the event of such terminationbreach by Purchaser, and Seller hereby waives all other remedies, including specific performance.