Buyer’s Breach. If Buyer defaults in the performance of any term or obligation herein and Closing does not timely occur as a result, Seller will give written notice to Buyer that the Xxxxxxx Money Deposit will be immediately forfeited to Seller and King (but not King’s Broker) as reasonable liquidated damages and not as a penalty against Buyer. Seller and King (but not King’s Broker) will equally split the Xxxxxxx Money Deposit between them and keep their respective shares. Buyer forever waives and releases any right to xxx Seller, Auctioneer, or Escrow Agent to recover the Xxxxxxx Money Deposit, or any part thereof, on the grounds that it is unreasonable in amount, or that its retention by Seller and Auctioneer is wrongful or a penalty not agreed upon by the parties as reasonable liquidated damages. If Buyer defaults in the performance of any term or other obligation herein and Closing does not timely occur as a result, Seller will have all rights allowed by law and in equity and pursuant to this Sale Contract, including the right to pursue a claim against Buyer for additional damages, specific performance of this Sale Contract, or cancellation of the sale, and including Buyer’s payment of Seller’s reasonable attorneys’ fees and costs. In no event will Auctioneer have any liability whatsoever on any basis and for any amount as a result of Buyer’s breach of this Sale Contract or other wrongful act or omission.
Buyer’s Breach. If Buyer breaches this Agreement, as its sole remedy Seller shall be entitled to retain the Xxxxxxx Money Deposit in accordance with subsection 5(b) as Seller’s agreed and total liquidated damages. Seller hereby waives any right to seek any equitable or legal remedies against Buyer.
Buyer’s Breach. If Closing does not occur because Buyer wrongfully fails to tender performance at Closing or otherwise breaches this Agreement prior to Closing, and Seller is ready to close, the Escrow Agent shall disburse the Deposit to Seller, together with interest thereon, as liquidated damages. Buyer's failure to close shall not be considered wrongful if Buyer has terminated this Agreement as of right under Section 11.1. The remedy set forth herein shall be Seller's sole and exclusive remedy for Buyer's wrongful failure to close hereunder and Seller expressly waives any and all other remedies, legal and equitable, that it otherwise may have had for Buyer's wrongful failure to close.
Buyer’s Breach. In the event Buyer does not close the transaction herein described for any reason or no reason as and when required herein (other than as a result of a material breach of this Agreement by Seller), then, in such event, Seller shall retain the Deposit as liquidated damages (“Liquidated Damages”). The parties hereto acknowledge Seller’s expenses and costs, in the event of a default by Buyer, would be impossible or very difficult to accurately estimate at the time of this Agreement and as a result, the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from breach of this Agreement by Buyer. As such, the Liquidated Damages constitute compensation, and not a penalty. In light of the foregoing, Buyer and Seller acknowledge and agree that the Liquidated Damages are fair, reasonable and necessary to provide Seller with a remedy upon Buyer’s breach of this Agreement.
Buyer’s Breach. If Buyer defaults under this Agreement, Seller's sole and exclusive remedy at law shall be to terminate this Agreement.
Buyer’s Breach. If Buyer breaches this Agreement in any material respect, and such breach continues for a period of fifteen (15) days after Seller notifies Buyer of such breach, Seller, as Seller’s sole remedy, shall be entitled to retain the Xxxxxxx Money Deposit in accordance with Section 5(b) as Seller’s agreed and total liquidated damages. Seller hereby waives any right to seek any equitable or legal remedies against Buyer.
Buyer’s Breach. If Buyer defaults under this Agreement prior to Closing, Seller’s sole and exclusive remedy at law shall be to terminate this Agreement and to retain the Deposit in accordance with Sections 2.4 and 9.3. If Buyer defaults under this Agreement after Closing, Seller may, at Seller's option, pursue all of Seller's rights and remedies that Seller may have under this Agreement and at law; provided that Seller may not recover any consequential or punitive damages resulting from Buyer's breach of the Agreement.
Buyer’s Breach. Buyers’ breach of Section 10.03(b)(vi) will relieve Sellers, to the extent of any Loss suffered or incurred by such breach, of its obligation to indemnify Buyers for any Environmental Claim if and to the extent that such breach is materially prejudicial to Seller’s ability to remediate such Environmental Claim or otherwise prevents Sellers from discharging their obligations hereunder.
Buyer’s Breach. If all conditions to the obligations of Buyer set forth in Sections 10.1 and 10.3 are satisfied or are waived by Buyer in writing and Seller terminates this Agreement pursuant to Section 11.1(a) or Section 11.1(d), and Seller has materially performed all of its obligations hereunder and has not materially breached any representation or warranty herein by Seller (collectively, a “Buyer’s Breach”), Seller shall retain the Deposit as liquidated damages. Such remedy shall be Seller’s sole and exclusive remedy for Buyer’s wrongful failure to tender performance at Closing or other breach of this Agreement, and Seller expressly waives any and all other remedies, legal and equitable, that they otherwise may have had for Buyer’s wrongful failure to close. It is expressly stipulated by the Parties that the actual amount of the damages resulting from such a breach by Buyer would be difficult if not impossible to determine accurately because of the unique nature of this Agreement, the unique nature of the Assets, the uncertainties of applicable commodity markets and differences of opinion with respect to such matters, and that the liquidated damages provided for herein are a reasonable estimate by the Parties of such damages.
Buyer’s Breach. In the event that Buyer fails to timely pay to Seller any installment payment of the Purchase Price as set forth in paragraph 2 above, or fails to perform any agreement, covenant, representation or warranty under this Mineral Agreement, which failure (other than the failure to make timely payments where no notice is required) is not cured within thirty (30) days after written notice thereof by Seller to Buyer, Seller may at Seller’s option (i) deem this Mineral Agreement terminated, null, void and of no further force and effect at which time Buyer shall have no further rights or liabilities under this Mineral Agreement and all payments made by Buyer shall be deem forfeited and non-refundable, or (ii) initiate action for any other remedy at law or in equity permitted under Montana law including, without limitations, an action for specific performance. In the event the Buyer defaults under or breaches this Mineral Agreement, it will deliver to Seller all of the drill hole records, maps, reports, core hole tests, feasibility studies, reserve studies and evaluations, mining plans, permits, applications, and all other information and data gathered or developed by Buyer or on its behalf with respect to the coal and other minerals. Any permits, licenses or other authorizations obtained will be assigned or transferred from Buyer to Seller if permitted by law.
