Common use of Default by Purchaser Clause in Contracts

Default by Purchaser. The parties acknowledge that in the event of an Event of Default by Purchaser, Seller’s actual damages would be extremely difficult or impracticable to determine, therefore, the parties agree that the amount of the Deposit plus the Purchaser’s Premium has been agreed upon as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) Business Days after written notice (which written notice shall detail such failure), the Deposit made hereunder by Purchaser, together with all interest thereon, shall be paid to Seller, and Purchaser shall also pay to Seller the Purchaser’s Premium as liquidated damages and such shall be Seller’s sole and exclusive remedy at law or in equity for any default by Purchaser under this Agreement. NOTHING IN THIS SECTION 6.02 SHALL BE DEEMED IN ANY WAY TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENT.

Default by Purchaser. The parties acknowledge that If Purchaser defaults in the performance of its obligations, Seller may elect to terminate this Agreement, in which event of an Event of Default by PurchaserSeller shall be entitled to keep the Xxxxxxx Money Deposit, Seller’s actual damages would be extremely difficult or impracticable to determine, thereforeas liquidated damages, the parties agree agreeing that Seller's actual damages may be difficult to ascertain, and that the amount of the Xxxxxxx Money Deposit plus reasonably approximates the damages Seller would sustain in the event of a default by Purchaser’s Premium has been agreed upon as , other than damages arising from any claims for mechanics’ liens resulting from work or materials ordered by Purchaser for the parties’ reasonable estimate Unit. If Seller elects to terminate this Agreement following a default by Purchaser, and if, at the time of Seller’s damagesexercise of that remedy, there exists any threat or notice of claims for mechanics’ liens resulting from work, materials or services ordered by, through or under Purchaser, then Seller shall have the right, in addition to any other rights and remedies reserved or allowed for Seller under this Agreement or by law, to pay or take any action to ensure that no mechanic’s or materialman’s lien will be imposed against the Unit or Project, and to charge Purchaser for all amounts so paid by Seller. Any amounts paid by Seller will bear interest at an annual rate equal to fifteen percent (15%), beginning the fifth day after Seller gives notice to Purchaser of the amount paid by Seller and due from Purchaser. The foregoing limitations on Seller’s remedies shall not apply in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) Business Days after written notice (which written notice shall detail such failure), the Deposit made hereunder by Purchaser, together with all interest thereon, shall be paid to Seller, and Purchaser shall also pay to Seller the Purchaser’s Premium as liquidated damages and such shall be Seller’s sole and exclusive remedy at law or in equity for any a default by Purchaser under arising from Purchaser’s recording of this Agreement. NOTHING IN THIS SECTION 6.02 SHALL BE DEEMED IN ANY WAY TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENTAgreement (or a memorandum or notice of it) in violation of Section 18 below.

Default by Purchaser. The parties acknowledge that in the event of an Event of Default a default by Purchaser, Seller’s actual damages would be extremely difficult or impracticable to determine, therefore, the parties agree that the amount of the Deposit plus the Purchaser’s Premium has been agreed upon as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) Business Days after written notice (which written notice shall detail such failure), the Deposit made hereunder by Purchaser, together with all interest thereon, shall be paid to Seller, and Purchaser shall also pay to Seller the Purchaser’s Premium Premium, as liquidated damages and such shall be Seller’s sole and exclusive remedy at law or in equity for any default by Purchaser under this Agreement. NOTHING IN THIS SECTION 6.02 6.01 SHALL BE DEEMED IN ANY WAY TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENT.

Default by Purchaser. The parties acknowledge that in the event of an Event of Default by Purchaser, Seller’s actual damages would be extremely difficult or impracticable to determine, therefore, the parties agree that if Purchaser breaches or defaults in the amount performance of the Deposit plus terms of this Agreement before the Purchaser’s Premium has been agreed upon as the parties’ reasonable estimate of Seller’s damages, Closing and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure material breach or default continues for five ten (510) Business Days after written notice from Seller to Purchaser specifying such breach or default (except with respect to a TIME OF THE ESSENCE Closing Date, which written may hereafter be established by Seller in accordance with applicable law, for which no notice or opportunity to cure shall detail such failurebe provided), then Seller shall have as its exclusive remedy the Deposit made hereunder by Purchaser, together with all interest thereon, shall right to be paid the Deposit, as liquidated damages, without the necessity of proving actual damages due to Sellerthe difficulty of proving actual damages resulting from the breach of this Agreement. The parties agree that in the event that damages are awarded they are to be measured solely as set forth herein and no other damages of any type whatsoever are to be awarded on account of Purchaser’s breach, and Purchaser shall also pay have no further liability to Seller hereunder. The parties further agree that this liquidated damage clause is included herein as a result of negotiation by the Purchaser’s Premium as liquidated damages parties at the express request of Purchaser and such shall be Seller’s sole that Purchaser hereby waives any right to challenge the enforceability of this clause or its reasonability, and exclusive remedy Purchaser hereby waives any and all rights it may have at law or in equity to dispute Seller’s right to the liquidated damages provided for herein other than on the basis that no material default had occurred and thus Seller was not entitled to any damages whatsoever. Seller shall have no other remedy for any default by Purchaser under except as otherwise provided in this Agreement. NOTHING IN THIS SECTION 6.02 SHALL BE DEEMED IN ANY WAY TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENT.

Default by Purchaser. The If Purchaser defaults and fails to perform its obligations hereunder, and such failure continues uncured for a period of five (5) business days after notice from Seller to Purchaser thereof (provided, however, that no such notice or cure period will apply with respect to obligations to be performed by Purchaser on the Closing Date), Seller, at its option on account of such default, may (a) terminate this Agreement, in which event, if such default occurs after or continues beyond the expiration of the Due Diligence Period, Seller shall retain any Deposit previously paid by Purchaser with any interest (otherwise, the Deposit will be returned to Purchaser) and the parties acknowledge hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller and Purchaser agree that in the event of an Event of Default by a Purchaser’s default, Seller’s actual damages would be extremely difficult or impracticable difficult, if not impossible, to determinequantify. Accordingly, therefore, the parties agree Seller and Purchaser have agreed that the amount of the Deposit plus the Purchaser’s Premium has been agreed upon as the parties’ previously paid by Purchaser together with interest earned thereon represents a fair and reasonable estimate approximation of Seller’s damages. Seller shall be entitled to the Deposit previously paid by Purchaser and interest thereon regardless of the amount of Seller’s actual damages; or (b) waive its right to terminate the Agreement as to that default only, and proceed to Closing in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) Business Days after written notice (which written notice shall detail such failure), the Deposit made hereunder by Purchaser, together with all interest thereon, shall be paid to Seller, and Purchaser shall also pay to Seller the Purchaser’s Premium as liquidated damages and such shall be Seller’s sole and exclusive remedy at law or in equity for any default by Purchaser under this Agreement. NOTHING IN THIS SECTION 6.02 SHALL BE DEEMED IN ANY WAY TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENTaccordance herewith.

Default by Purchaser. The parties acknowledge If Purchaser shall default in its obligation to close hereunder or otherwise defaults in its obligations hereunder, and such default continues for a period of (5) days after written notice is received by Purchaser (provided such five (5) day cure period shall not apply to Purchaser’s obligation to deposit any Xxxxxxx Money and in no event shall the Closing Date be extended as a result of such five (5) day cure period), then Purchaser agrees that Seller shall have the right to have the Escrow Agent deliver the Xxxxxxx Money to Seller as liquidated damages to recompense Seller for time spent, labor and services performed, and the loss of its bargain. Purchaser and Seller have considered carefully the loss to Seller occasioned by taking the Property off the market as a consequence of the negotiation and execution of this Agreement, the expenses of Seller incurred in connection with the event preparation of an Event of Default by Purchaser, this Agreement and Seller’s actual damages performance hereunder, and the other damages, general and special, which Purchaser and Seller realize and recognize Seller will sustain but which Purchaser and Seller agree would be impracticable or extremely difficult or impracticable to determinecalculate at this time if Purchaser so defaults. Based on all those considerations, therefore, the parties Purchaser and Seller agree that the amount of Xxxxxxx Money, together with the Deposit plus the Purchaser’s Premium has been agreed upon as the parties’ interest thereon, represents a reasonable estimate of Seller’s damages, and in . Seller agrees to accept the event that Purchaser fails to perform all of PurchaserXxxxxxx Money as Seller’s obligations under this Agreement, and any such failure continues for five (5) Business Days after written notice (which written notice shall detail such failure), the Deposit made hereunder by Purchaser, together with all interest thereon, shall be paid to Seller, and Purchaser shall also pay to Seller the Purchaser’s Premium as liquidated total damages and such shall be Seller’s sole relief hereunder if Purchaser defaults in its obligations to close hereunder, Seller waiving all other rights and exclusive remedy at law or in equity for any default by Purchaser under this Agreement. NOTHING IN THIS SECTION 6.02 SHALL BE DEEMED IN ANY WAY TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENTremedies.

Default by Purchaser. The parties acknowledge that in If the event Closing does not occur as a result of an Event of Default a default by Purchaser, Seller’s actual then (i) Purchaser shall pay all escrow cancellation charges, (ii) Title Company shall deliver the Xxxxxxx Money together with interest earned thereon to the Partnership as its full and complete liquidated damages would be extremely difficult or impracticable to determine, therefore, and its sole and exclusive remedy for Purchaser's default. If the parties agree that the amount transaction is not consummated because of the Deposit plus the Purchaser’s Premium has been agreed upon as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) Business Days after written notice (which written notice shall detail such failure), the Deposit made hereunder a default by Purchaser, the Xxxxxxx Money together with all the interest thereon, accrued thereon shall be paid to Seller, and Purchaser shall also pay to Seller retained by the Purchaser’s Premium Partnership as liquidated damages and such shall be Seller’s sole and exclusive remedy at law or in equity for any default by Purchaser under this Agreementdamages. NOTHING THE PARTIES HAVE AGREED THAT THE PARTNERSHIP'S ACTUAL DAMAGES, IN THIS SECTION 6.02 SHALL THE EVENT OF A DEFAULT BY PURCHASER, WOULD BE DEEMED IN ANY WAY EXTREMELY DIFFICULT OR IMPRACTICABLE TO LIMITDETERMINE. THEREFORE, AFFECT OR IMPAIR ANY BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE XXXXXXX MONEY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF THE PART NERSHIP'S DAMAGES AND AS THE PARTNERSHIP'S EXCLUSIVE REMEDY AGAINST PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER , AT LAW OR IN EQUITY AS EQUITY, IN THE EVENT OF A RESULT DEFAULT UNDER THIS AGREEMENT ON THE PART OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENT.PURCHASER. INITIALS: Partnership ___ Purchaser ___

Default by Purchaser. The parties acknowledge that In the event of a material default hereunder by Purchaser on or prior to Closing, Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Therefore, Purchaser and Seller hereby agree a reasonable estimate of the total net detriment Seller would suffer in the event of an Event of Default by PurchaserPurchaser materially defaults is and shall be, Seller’s actual damages would be extremely difficult or impracticable to determine, therefore, the parties agree that the amount of the Deposit plus the Purchaser’s Premium has been agreed upon as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) Business Days after written notice (which written notice shall detail such failure), the Deposit made hereunder by Purchaser, together with all interest thereon, shall be paid to Seller, and Purchaser shall also pay to Seller the Purchaser’s Premium as liquidated damages and such shall be Seller’s sole and exclusive remedy in respect of any such material default (whether at law or in equity for any equity), a sum equal to the Deposit. Upon such material default by Purchaser, Seller shall have the right to promptly receive the Deposit from the Escrow Agent, in accordance with the terms and provisions of Section 3.1 hereof, as its sole and exclusive remedy prior to Closing in respect of any such material default, and thereupon, this Agreement shall terminate, and neither Seller nor Purchaser under this Agreementshall have any further rights or obligations hereunder except with respect to the Surviving Termination Obligations. NOTHING IN THIS SECTION 6.02 THE AMOUNT OF THE DEPOSIT SHALL BE DEEMED IN ANY WAY TO LIMITTHE FULL, AFFECT OR IMPAIR ANY OF AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE MATERIAL DEFAULT AND FAILURE TO COMPLETE THE TERMINATION PURCHASE OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE THE MEMBERSHIP INTERESTS, ALL OTHER CLAIMS TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS DAMAGES OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENTREMEDIES FOR SUCH MATERIAL DEFAULT BEING HEREBY EXPRESSLY WAIVED BY SELLER.

Default by Purchaser. The parties acknowledge If, on the Closing Date, (a) this Agreement has not been terminated, (b) Seller has performed in all material respects all obligations of Seller under this Agreement to be performed before the Closing Date; and (c) Seller is ready, willing and able to proceed to Closing, but (d), Purchaser defaults in its obligations to close hereunder, then thereafter, but in any event within forty-five (45) days of the Closing Date, Seller’s sole remedy for such default shall be to terminate this Agreement, in which case Section 12.2(b) will apply. Seller and Purchaser agree that in the event of an Event of Default by Purchasersuch a default, Seller’s actual the damages that Seller would sustain as a result thereof would be extremely difficult or impracticable if not impossible to determineascertain. Therefore, thereforeSeller and Purchaser agree that, Seller shall be paid the parties agree that the amount of the Deposit plus the Purchaser’s Premium has been agreed upon Purchaser Default Amount as the parties’ reasonable estimate of Seller’s full and complete liquidated damages, and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreementnot as a penalty or forfeiture, and any such failure continues for five (5) Business Days after written notice (which written notice shall detail such failure), the Deposit made hereunder by Purchaser, together with all interest thereon, shall be paid to Seller, and Purchaser shall also pay to Seller the Purchaser’s Premium as liquidated damages and such shall be Seller’s sole and exclusive remedy at law remedy. The foregoing provisions of this Section 12.4 shall not limit Seller’s rights and remedies in the event of any breach, default or in equity for any default failure of performance by Purchaser under of any covenant, agreement, indemnity, representation or warranty of Purchaser that by its express terms was intended to survive the termination of this Agreement. NOTHING IN THIS SECTION 6.02 SHALL BE DEEMED IN ANY WAY TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENT.

Default by Purchaser. The If Purchaser defaults and fails to perform its obligations hereunder, and such failure continues uncured for a period of five (5) business days after notice from Seller to Purchaser thereof (provided, however, that no such notice or cure period will apply with respect to obligations to be performed by Purchaser on the Closing Date), Seller, at its option on account of such default, may (a) terminate this Agreement, in which event, if such default occurs after or continues beyond the expiration of the Due Diligence Period, Seller shall retain any Deposit previously paid by Purchaser with any interest (otherwise, the Deposit will be returned to Purchaser) and the parties acknowledge hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Seller and Purchaser agree that in the event of an Event of Default by a Purchaser’s default, Seller’s actual damages would be extremely difficult or impracticable difficult, if not impossible, to determinequantify. Accordingly, therefore, the parties agree Seller and Purchaser have agreed that the amount of the Deposit plus the Purchaser’s Premium has been agreed upon as the parties’ previously paid by Purchaser together with interest earned thereon represents a fair and reasonable estimate approximation of Seller’s damages, and in the event that Purchaser fails . Seller shall be entitled to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) Business Days after written notice (which written notice shall detail such failure), the Deposit made hereunder previously paid by Purchaser, together with all Purchaser and interest thereon, shall be paid to Seller, and Purchaser shall also pay to Seller thereon regardless of the Purchaser’s Premium as liquidated damages and such shall be amount of Seller’s sole actual damages; or (b) waive its right to terminate the Agreement as to that default only and exclusive remedy at law or proceed to Closing in equity for any default by Purchaser under this Agreement. NOTHING IN THIS SECTION 6.02 SHALL BE DEEMED IN ANY WAY TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENTaccordance herewith.

Default by Purchaser. The parties acknowledge that If (i) Purchaser shall default in the payment of the Additional Deposit, or (ii) Purchaser shall default in the payment of the Purchase Price or in the performance of its obligations to be performed on the Scheduled Closing Date in any material respect, then Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. Therefore, Purchaser and Seller hereby agree a reasonable estimate of the total net detriment Seller would suffer in the event of an Event of Default by Purchaser, Seller’s actual damages would be extremely difficult or impracticable Purchaser defaults and fails to determine, therefore, complete the parties agree that the amount purchase of the Deposit plus the Purchaser’s Premium has been agreed upon Property is and shall be, as the parties’ reasonable estimate of Seller’s damages, and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) Business Days after written notice (which written notice shall detail such failure), the Deposit made hereunder by Purchaser, together with all interest thereon, shall be paid to Seller, and Purchaser shall also pay to Seller the Purchaser’s Premium as liquidated damages and such shall be Seller’s sole and exclusive remedy (whether at law or in equity for any equity), a sum equal to the Deposit and Interest. Upon such default by Purchaser under and failure to close as required hereunder, Seller shall have the right to receive the Deposit and Interest from the Escrow Agent, in accordance with the terms and provisions of Section 3.2 hereof, as its sole and exclusive remedy, and thereupon, this AgreementAgreement shall terminate, and neither Seller nor Purchaser shall have any further rights or obligations hereunder except with respect to the Surviving Termination Obligations. NOTHING IN THIS SECTION 6.02 THE AMOUNT OF THE DEPOSIT AND INTEREST SHALL BE DEEMED IN ANY WAY THE FULL, AGREED AND LIQUIDATED DAMAGES FOR SUCH DEFAULT, ALL OTHER CLAIMS TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS DAMAGES OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENTREMEDIES BEING HEREBY EXPRESSLY WAIVED BY SELLER.

Default by Purchaser. The parties acknowledge that In the event of a material default hereunder by Purchaser on or prior to Closing, Purchaser and each Seller agree it would be impractical and extremely difficult to fix the damages which Sellers may suffer. Therefore, Purchaser and each Seller hereby agree a reasonable estimate of the total net detriment Sellers (in aggregate) would suffer in the event of an Event of Default by PurchaserPurchaser materially defaults is and shall be, Seller’s actual damages would be extremely difficult or impracticable to determine, therefore, the parties agree that the amount of the Deposit plus the Purchaser’s Premium has been agreed upon as the partiesSellers’ reasonable estimate of Seller’s damages, and in the event that Purchaser fails to perform all of Purchaser’s obligations under this Agreement, and any such failure continues for five (5) Business Days after written notice (which written notice shall detail such failure), the Deposit made hereunder by Purchaser, together with all interest thereon, shall be paid to Seller, and Purchaser shall also pay to Seller the Purchaser’s Premium as liquidated damages and such shall be Seller’s sole and exclusive remedy in respect of any such material default (whether at law or in equity for any equity), a sum equal to the Deposit. Upon such material default by Purchaser, Sellers (acting together) shall have the right to promptly receive the Deposit from the Escrow Agent, in accordance with the terms and provisions of Section 3.1 hereof, as its sole and exclusive remedy prior to Closing in respect of any such material default, and thereupon, this Agreement shall terminate, and neither any Seller nor Purchaser under this Agreementshall have any further rights or obligations hereunder except with respect to the Surviving Termination Obligations. NOTHING IN THIS SECTION 6.02 THE AMOUNT OF THE DEPOSIT SHALL BE DEEMED IN ANY WAY TO LIMITTHE FULL, AFFECT OR IMPAIR ANY OF AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE MATERIAL DEFAULT AND FAILURE TO COMPLETE THE TERMINATION PURCHASE OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE THE ASSETS, ALL OTHER CLAIMS TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS DAMAGES OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENTREMEDIES FOR SUCH MATERIAL DEFAULT BEING HEREBY EXPRESSLY WAIVED BY EACH SELLER.