Damages Against Seller Sample Clauses

Damages Against Seller. In the event that Seller fails to perform any of Seller’s obligations under this Agreement and Buyer tenders performance, including the obligation to consummate the Transaction, then Buyer may give written notice to Seller demanding performance and specifying the alleged breach by Seller. If Seller fails to comply with Buyer’s written demand within five (5) business days after receipt of such written notice, Buyer’s sole remedy shall be to (i) waive such default and proceed to Closing without adjustment to the Purchase Price or other terms herein, or (ii) terminate this Agreement by providing written notice to Seller whereupon the Title Company shall deliver the Escrow Deposit to Buyer and Seller shall pay Buyer the Liquidated Damages Amount. For purposes of this Agreement, “Liquidated Damages Amount” shall mean the greater of (x) One Million and No/100 Dollars ($1,000,000.00) and (y) if Seller enters into a contract or other agreement for the sale of all or any portion of the Project (a “Subsequent Sale Agreement”) within sixty (60) days after the date Buyer terminates this Agreement with any party other than Buyer or its affiliates (a “Subsequent Sale”), an amount equal to fifty percent (50%) of the difference (if a positive amount) between (A) the gross sales price set forth in the Subsequent Sale Agreement, and (B) the Purchase Price. Seller shall pay the Liquidated Damages Amount set forth in (x) above (i.e. $1,000,000) to Buyer within two (2) business days following Buyer’s termination of this Agreement under this Section 10.2, and any additional amounts owed by Seller to Buyer in the event of a Subsequent Sale shall be paid by Seller to Buyer within two (2) business days following Seller’s entering into a Subsequent Sale Agreement for such Subsequent Sale. Seller agrees that Buyer shall have the right to inspect and review on a redacted basis the Subsequent Sale Agreement solely to ascertain and confirm the accuracy of the gross sales price. Buyer and Seller acknowledge and agree that actual damages will be extremely difficult and impractical to ascertain in the event Seller fails to perform any of Seller’s obligations under this Agreement. Therefore, the parties hereby acknowledge and agree that the sum represented by the Liquidated Damages Amount shall be deemed to constitute a reasonable estimate and agreed stipulation of Buyer’s damages in the event this Transaction fails to Close as a result of Seller’s default. Except as expressly provided to ...
Sample 1
AutoNDA by SimpleDocs
Damages Against Seller. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ---------------------- IN THE EVENT THAT SELLER FAILS TO PERFORM ALL OF SELLER'S OBLIGATIONS UNDER THIS AGREEMENT AND BUYER PERFORMS ALL OF ITS OBLIGATIONS AND TENDERS PERFORMANCE, INCLUDING THE OBLIGATION TO CONSUMMATE THIS TRANSACTION, THEN BUYER MAY MAKE WRITTEN DEMAND TO SELLER FOR PERFORMANCE OF THIS AGREEMENT. IF SELLER FAILS TO COMPLY WITH BUYER'S WRITTEN DEMAND WITHIN TEN (10) DAYS AFTER RECEIPT OF SUCH WRITTEN DEMAND FOR PERFORMANCE, BUYER SHALL HAVE THE EXCLUSIVE RIGHT TO (I) WAIVE SUCH DEFAULT, OR (II) SEEK SPECIFIC PERFORMANCE OF SELLER'S OBLIGATIONS UNDER THIS AGREEMENT. SELLER AGREES THAT THE PROPERTY IS UNIQUE AND THAT DAMAGES FOR FAILURE BY SELLER TO CONSUMMATE THIS TRANSACTION WILL BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO DETERMINE. THEREFORE, IN THE EVENT THAT SELLER FAILS OR REFUSES TO CONSUMMATE THIS TRANSACTION AND BUYER SEEKS SPECIFIC PERFORMANCE, SELLER SPECIFICALLY AGREES THAT THE REMEDY OF SPECIFIC PERFORMANCE IS AN APPROPRIATE REMEDY FOR BUYER, AND SELLER WAIVES AND AGREES NOT TO ASSERT ANY CLAIM OR DEFENSE THAT SPECIFIC PERFORMANCE IS NOT AN APPROPRIATE REMEDY FOR BUYER. NOTHING IN THIS ARTICLE SHALL BE DEEMED A WAIVER OF BUYER'S RIGHT TO SEEK DAMAGES AGAINST SELLER TO THE EXTENT PERMITTED BY THIS AGREEMENT. __________________________ _______________________ Buyer's Initials Seller's Initials
Sample 1

Related to Damages Against Seller

  • Indemnification Against Third-Party Claims Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined).

  • Pursuit of Claims Against Third Parties If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

  • Preferential Collection of Claims Against the Company The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  • NO DEBT AGAINST THE STATE This Contract will not be construed as creating any debt by or on behalf of the State of Texas.

  • Complaints Against Teachers When a person makes a written or verbal complaint against a teacher, the principal or designee shall promptly notify the teacher of the complaint, the identity of the complainant, and the teacher shall be given the opportunity to respond. The principal or designee shall investigate the complaint and attempt to resolve the complaint informally if appropriate.

  • Prohibition Against Transfer The Option and rights granted by the Corporation under this Agreement are not transferable except by will or the laws of descent and distribution. Without limiting the generality of the foregoing, the Option may not be assigned, transferred except as aforesaid, pledged or hypothecated, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, or the levy of any execution, attachment or similar process upon the Option, shall be null and void and without effect.

  • Prohibition Against Recording Except as provided in Section 29.4 of this Lease, neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant.

  • No Obligation To Take Action Against the Company Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any other steps under any security for the Obligations or against the Company or any other Person or any property of the Company or any other Person before the Trustee is entitled to demand payment and performance by any or all Guarantors of their liabilities and obligations under their Guarantees or under this Indenture.

  • No Presumption Against Any Party Neither this Agreement, any of the Loan Documents, any other document, agreement, or instrument entered into in connection herewith, nor any uncertainty or ambiguity herein or therein shall be construed or resolved using any presumption against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement, the Loan Documents, and the other documents, instruments, and agreements entered into in connection herewith have been reviewed by each of the parties and their counsel and shall be construed and interpreted according to the ordinary meanings of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

  • Prohibition Against Assignment During the Vesting Period, the Restricted Shares may not be transferred or encumbered by the Recipient by means of sale, assignment, mortgage, transfer, exchange, pledge, or otherwise. The levy of any execution, attachment, or similar process upon the Restricted Shares shall be null and void.

Time is Money Join Law Insider Premium to draft better contracts faster.