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:
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 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. 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. (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.
BREACH BY PURCHASER. If the Purchaser defaults in the payment of any sum whatsoever payable by him in terms hereof or breaches any of his other obligations (all of which are agreed to be material) hereunder or in terms of the Act or the rules and fails to remedy such default or breach within 7 (seven) days of the dispatch of written notice requiring the remedy of such default or breach, the Seller shall be entitled, without prejudice to any other rights available to it in terms of this agreement or in law:
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 shall be entitled, as its sole and exclusive remedy, at law or in equity, to either (i) terminate this Agreement, and neither party shall have any further right or obligation hereunder other than the Surviving Obligations; or (ii) pursue the remedy of specific performance of Purchaser’s obligations under this Agreement. Notwithstanding the foregoing, if Purchaser willfully defaults in its obligation to purchase the Property pursuant to this Agreement and the remedy of specific performance as provided in clause (ii) above is not available to Seller, then Seller’s sole remedy shall be to proceed pursuant to clause (i) above and Seller may recover from Purchaser the actual out-of-pocket expenses incurred by Seller in connection with the transaction described in this Agreement, including, without limitation, expenses paid to Seller’s attorneys in connection with negotiation of this Agreement and matters related thereto. If specific performance is not available as described in the immediately preceding sentence, Purchaser shall pay to Seller all actual expenses, including reasonable attorneys’ fees actually incurred, incurred by Seller in such specific performance action, and such expenses shall not be included as an expense of Seller in determining Purchaser’s liability to Seller in the event specific performance is not an available remedy as set forth in this Section 7.2. Notwithstanding any provision in this Section 7.2 to the contrary, in no event shall Purchaser be liable to reimburse Seller for costs and expenses in excess of $50,000.00 in the aggregate. The foregoing provision of this Section 7.2 shall survive the termination of this Agreement.
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).
