Xxxxxx and Buyer. AGREE THAT IT WILL BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES THAT SELLER MAY SUFFER IN THE EVENT OF BUYER'S FAILURE TO CLOSE ESCROW ON THE CLOSING DATE DUE TO BUYER'S DEFAULT. THE PARTIES THEREFORE AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER'S FAILURE TO CLOSE ESCROW ON OR BEFORE THE CLOSING DATE DUE TO BUYER'S DEFAULT IS AND SHALL BE AN AMOUNT EQUAL TO THE DEPOSITS THEN PAID TO DATE, NOT TO EXCEED THE AMOUNT OF SIX HUNDRED THOUSAND DOLLARS ($600,000.00) AND ALL INTEREST ACCRUING THEREON. ACCORDINGLY, IF BUYER FAILS TO CLOSE ESCROW ON THE CLOSING DATE DUE TO BUYER'S DEFAULT, SELLER SHALL BE ENTITLED TO RECEIVE THE THEN PAID DEPOSITS, NOT TO EXCEED THE AMOUNT OF SIX HUNDRED THOUSAND DOLLARS ($600,000.00) AND ALL INTEREST WHICH HAS ACCRUED THEREON AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR ANY SUCH DEFAULT, EXCEPT FOR THOSE OBLIGATIONS OF BUYER SPECIFICALLY DESCRIBED IN THIS AGREEMENT AS SURVIVING TERMINATION OF THIS AGREEMENT AND EXCEPT FOR AN ACTION TO ENFORCE THIS PROVISION AND FOR BUYER'S INDEMNITY OBLIGATIONS AND RECOVERY OF COSTS INCLUDING ATTORNEY'S FEES INCURRED BY SELLER PURSUANT TO PARAGRAPH 15. Seller’s Initials Buyer's Initials
Xxxxxx and Buyer. Where practicable each of the parties shall furnish to the other drafts of all releases prior to publication. Buyer represents to the Company that the execution of this Agreement will not require it to make any public disclosure of the existence of this Agreement. Nothing contained herein shall prevent either party at any time from furnishing any information to any Governmental Entity or from issuing any release when it believes it is legally required to do so, provided such party gives the other party prompt notice of such Order, if applicable, and complies with any protective order (or equivalent) imposed on such disclosure.
Xxxxxx and Buyer agree that Buyer may at its sole discretion utilize for its own purpose or assign to third-parties all content credits for the value, in whole or in part, of purchases made pursuant to this Agreement. Such utilization or assignment of offset credits may be in furtherance of fulfilling international offset obligations to any government. Xxxxxx agrees to make available the maximum offset credits, by the laws of the government in question and for which Xxxxx is entitled, including those assignable to either party.
