Common use of Determination of Liquidated Damages for CSU Default With Respect to Closing of Escrow Clause in Contracts

Determination of Liquidated Damages for CSU Default With Respect to Closing of Escrow. THE PARTIES ACKNOWLEDGE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY THE CITY IF THE CLOSING DOES NOT OCCUR DUE TO CSU’S DEFAULT. THE PARTIES HAVE CONSIDERED CAREFULLY THE LOSS TO THE CITY OCCASIONED BY THE NEGOTIATION OF AND EXECUTION OF THIS AGREEMENT, THE CITY’S EXPENSES INCURRED IN CONNECTION WITH PREPARING THIS AGREEMENT AND COOPERATING WITH CSU’S DUE DILIGENCE INVESTIGATION OF THE csu property, the EXPENSES OF THE CITY’S PERFORMANCE UNDer this agreement, and the other damages, general and special, which the parties REALIZE THE CITY WILL SUSTAIN, BUT WHICH THE CITY CANNOT AT THIS TIME CALCULATE WITH REASONABLE CERTAINTY. BASED ON ALL THOSE CONSIDERATIONS, THE PARTIES AGREE THAT THE DAMAGE TO THE CITY IN THE EVENT OF CSU’S DEFAULT OF ITS OBLIGATIONS WITH RESPECT TO THE CLOSING OF ESCROW WOULD REASONABLY BE EXPECTED TO EQUAL THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT. ACCORDINGLY, IF THE CLOSING DOES NOT OCCUR DUE TO CSU’S DEFAULT OF ITS OBLIGATIONS with respect to the closing of escrow, then the city’S SOLE AND exclusive remedy for such csu default prior to closing shall be to terminate the agreement and receive and retain the xxxxxxx money deposit as liquidated damages. csu seeks to limit its liability under this agreement for such csu default to the amount of the xxxxxxx money deposit in the event the city TERMINATES THIS AGREEMENT AS A RESULT OF CSU’S DEFAULT OF ITS OBLIGATIONS WITH RESPECT TO THE CLOSING OF ESCROW UNDER THIS AGREEMENT. THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE LAW, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO THE CITY AS EXPRESSLY STATED HEREIN, AS PERMITTED UNDER LAW. *** City’s Initials: *** *** CSU’s Initials: ***

Determination of Liquidated Damages for CSU Default With Respect to Closing of Escrow. THE PARTIES ACKNOWLEDGE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT TO ASCERTAIN THE ACTUAL DAMAGES THAT WOULD BE SUFFERED BY THE CITY IF THE CLOSING DOES NOT OCCUR DUE TO CSU’S DEFAULT. THE PARTIES HAVE CONSIDERED CAREFULLY THE LOSS TO THE CITY OCCASIONED BY THE NEGOTIATION OF AND EXECUTION OF THIS AGREEMENT, THE CITY’S EXPENSES INCURRED IN CONNECTION WITH PREPARING THIS AGREEMENT AND COOPERATING WITH CSU’S DUE DILIGENCE INVESTIGATION OF THE csu propertyCSU PROPERTY, the THE EXPENSES OF THE CITY’S PERFORMANCE UNDer this agreementUNDER THIS AGREEMENT, and the other damagesAND THE OTHER DAMAGES, general and specialGENERAL AND SPECIAL, which the parties WHICH THE PARTIES REALIZE THE CITY WILL SUSTAIN, BUT WHICH THE CITY CANNOT AT THIS TIME CALCULATE WITH REASONABLE CERTAINTY. BASED ON ALL THOSE CONSIDERATIONS, THE PARTIES AGREE THAT THE DAMAGE TO THE CITY IN THE EVENT OF CSU’S DEFAULT OF ITS OBLIGATIONS WITH RESPECT TO THE CLOSING OF ESCROW WOULD REASONABLY BE EXPECTED TO EQUAL THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT. ACCORDINGLY, IF THE CLOSING DOES NOT OCCUR DUE TO CSU’S DEFAULT OF ITS OBLIGATIONS with respect to the closing of escrowWITH RESPECT TO THE CLOSING OF ESCROW, then the cityTHEN THE CITY’S SOLE AND exclusive remedy for such csu default prior to closing shall be to terminate the agreement and receive and retain the xxxxxxx money deposit as liquidated damagesEXCLUSIVE REMEDY FOR SUCH CSU DEFAULT PRIOR TO CLOSING SHALL BE TO TERMINATE THE AGREEMENT AND RECEIVE AND RETAIN THE XXXXXXX MONEY DEPOSIT AS LIQUIDATED DAMAGES. csu seeks to limit its liability under this agreement for such csu default to the amount of the xxxxxxx money deposit in the event the city CSU SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT FOR SUCH CSU DEFAULT TO THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT IN THE EVENT THE CITY TERMINATES THIS AGREEMENT AS A RESULT OF CSU’S DEFAULT OF ITS OBLIGATIONS WITH RESPECT TO THE CLOSING OF ESCROW UNDER THIS AGREEMENT. THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF ANY APPLICABLE LAW, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO THE CITY AS EXPRESSLY STATED HEREIN, AS PERMITTED UNDER LAW. *** City’s Initials: *** *** CSU’s Initials: ***