BREACH BY PURCHASER. In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser’s obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to receive the Escrow Deposit, if any, from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller’s sole remedy hereunder in such event. If no Escrow Deposit has been made then Seller shall receive the amount of $500 as liquidated damages for any failure by Purchaser.
BREACH BY PURCHASER. 13.1 If the Purchaser commits a breach of this agreement and/or fails to comply with any of the provisions hereof, then the Seller shall be entitled to give the Purchaser not less than 7 (seven) days’ notice in writing to remedy such breach and/or failure and if the Purchaser fails to comply with such notice, then the Seller shall forthwith be entitled, but not obliged, without prejudice to any other rights or remedies which the Seller may have in law, including the right to claim damages:
13.1.1 To cancel this agreement (in which event the Purchaser shall forfeit all monies paid to the Seller or its attorneys or agent/s in terms of this agreement and all interest thereon); and/or
13.1.2 To claim immediate performance and/or payment of all the Purchaser’s obligations in terms of this agreement; and/or
13.1.3 To recover from the Purchaser all or any brokerage payable or paid by the Seller in respect of this transaction.
13.2 Should the Seller take steps against the Purchaser pursuant to a breach by the Purchaser of this agreement, then without prejudice to any other rights which the Seller may have, the Seller shall be entitled to recover from the Purchaser all legal costs incurred by it including attorney/client charges, tracing fees and such collection commission as the Seller is obliged to pay to its attorneys.
13.3 Should transfer be delayed by the Purchaser for whatever reason and/or the Purchaser fail to deliver guarantees and/or meet any other financial obligation in this Agreement, then the Purchaser shall pay to the Seller interest on the full purchase price at the prime overdraft rate plus 3% (three per centum) charged by the Seller’s bankers from time to time calculated from the date that the Seller’s attorneys (acting as experts) certify in writing that in their opinion the transfer ought reasonably to have been registered, but for such delay. In the event of non-fulfilment of a financial obligation or failure to deliver a guarantee such penalty interest shall accrue from the due date for delivery of the guarantee/payment up until the actual date of delivery of the guarantee/payment or the date upon which the Purchaser has complied with all of the Purchasers obligations relating to transfer (whichever is the later). The penalty interest shall be paid by the Purchaser to the Seller prior to transfer of the property.
BREACH BY PURCHASER. IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON, EXCEPT SELLER’S DEFAULT OR A TERMINATION OF THIS AGREEMENT BY PURCHASER OR SELLER PURSUANT TO A RIGHT TO DO SO UNDER THE PROVISIONS HEREOF, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, MAY TERMINATE THIS AGREEMENT AND THEREUPON SHALL BE ENTITLED TO RECEIVE THE XXXXXXX MONEY AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY). SELLER AND PURCHASER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES BECAUSE IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO CALCULATE, ON THE DATE HEREOF, THE AMOUNT OF ACTUAL DAMAGES FOR SUCH BREACH, AND SELLER AND PURCHASER AGREE THAT THE XXXXXXX MONEY REPRESENTS A REASONABLE FORECAST OF SUCH DAMAGES. IN PLACING THEIR INITIALS AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT WAS MADE. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA), BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677 (OR ANY SIMILAR LAW(S) APPLICABLE TO ANY PORTION OF THE PROPERTY LOCATED IN STATES OTHER THAN CALIFORNIA). Seller: Purchaser: Initial here: _________ Initial here:__________
BREACH BY PURCHASER. Subject to Section 8.3 below, in the event that Purchaser breaches any of its covenants, representations or warranties set forth in this Agreement, including failure by Purchaser to consummate this Agreement for any reason, except Seller’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Seller, as its sole and exclusive remedy, may terminate this Agreement and thereupon shall be entitled to receive the Xxxxxxx Money as liquidated damages (and not as a penalty). Seller and Purchaser have made this provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and Seller and Purchaser agree that the Xxxxxxx Money represents a reasonable forecast of such damages.
BREACH BY PURCHASER. If Purchaser fails to consummate this Agreement for any reason, except Seller’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Seller, as its sole and exclusive remedy, may terminate this Agreement and thereupon shall be entitled to receive the Xxxxxxx Money as liquidated damages (and not as a penalty). Seller and Purchaser have made this provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and Seller and Purchaser agree that the Xxxxxxx Money represents a reasonable forecast of such damages.
BREACH BY PURCHASER. If Purchaser breaches this Agreement, Seller, as Seller’s sole remedy and relief hereunder, may terminate this Agreement and thereupon receive the Xxxxxxx Money as liquidated damages (and not as a penalty). In no event shall Purchaser or any of its partners, employees, officers or directors be liable to Seller for any actual, punitive, speculative, consequential or other damages of any kind. Seller and Purchaser have made the foregoing provisions for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and agree that such sum represents reasonable compensation for such breach, except for damages related to representations, warranties, covenants and agreements which expressly survive Closing in accordance with the terms of this Agreement.
BREACH BY PURCHASER. If Purchaser shall default in its obligation to close upon the acquisition of the Property (as determined in accordance with the terms of this Agreement) or before the Closing Date, then, in any such event Seller’s sole and exclusive remedy shall be to terminate this Agreement and receive the Deposit as liquidated damages for Purchaser’s default (Escrow Agent to pay the Deposit to Seller upon Seller’s request), all other claims for losses, damages, costs and expenses (other than the right to recover attorneys’ fees and expenses as described in Section 14(c) or to recover losses, damages, costs or expenses pursuant to any indemnification provisions that survive the termination of this Agreement or closing hereunder) being waived hereby. Purchaser and Seller hereby acknowledge and agree that the actual damages suffered by Seller as a result of such breach by Purchaser would be impracticable, extremely difficult or impossible to determine and Purchaser agrees that the amount of the Deposit shall be the amount of damages to which Seller is entitled in such event and that the amount of such liquidated damages is reasonable and does not constitute a penalty. Within five (5) days after any such termination, Purchaser shall deliver the Study Materials to Seller (at no cost to Seller).
BREACH BY PURCHASER. (a) If Purchaser fails to comply with Section 7 of this Agreement, Seller may terminate this Agreement and thereupon shall be entitled to the Earnxxx Xxxey as liquidated damages (and not as a penalty) and as Seller's sole remedy and relief hereunder (except for the Surviving Obligations). Seller and Purchaser have made this provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and Seller and Purchaser agree that these sums represent reasonable compensation to Seller for such breach.
(b) In the event of any default by Purchaser under this Agreement, other than Purchaser's failure to comply with Section 7 of this Agreement, Seller shall have any and all rights and remedies available at law or in equity by reason of such default. The provisions of this Section 9.2 shall not limit or affect any of Purchaser's indemnities as provided in other Sections of this Agreement.
BREACH BY PURCHASER. If Purchaser breaches this Agreement, Seller may, as Seller's sole remedy and relief hereunder, either (a) terminate this Agreement and thereupon be entitled to receive the Earnxxx Xxxey as liquidated damages (and not as a penalty), or (b) enforce specific performance of this Agreement. Seller and Purchaser have made the above provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach and that these sums represent reasonable compensation to Seller for such breach.
BREACH BY PURCHASER. (a) If Purchaser fails to comply with any of the terms, conditions or obligations of this Agreement, Seller may terminate this Agreement and thereupon shall be entitled to the Xxxxxxx Money as liquidated damages (and not as a penalty) and as Seller's sole remedy and relief hereunder (except for the Surviving Obligations). Seller and Purchaser have made this provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and Seller and Purchaser agree that these sums represent reasonable compensation to Seller for such breach.
(b) Notwithstanding the provisions of SECTION 8.2(A) above, the foregoing shall not in any way limit, affect or impair any of Purchaser's indemnities as provided in SECTIONS 4.2, 6.3(B) or 10.2 of this Agreement.
