Common use of Limitation on Liability of Parties Clause in Contracts

Limitation on Liability of Parties. 9.1 Purchaser shall be in default hereunder if (a) it fails to close on a closing date for which time was made to be of the essence, or (b) it fails to perform a material covenant set forth in this Agreement, and does not cure such failure within ten (10) business days after receipt of notice thereof from Seller, and the Closing does not occur as a result thereof (a “Purchaser’s Default”). In the event of a Purchaser’s Default, Seller’s sole and exclusive remedy for the Purchaser’s Default shall be, and Seller shall be entitled, to terminate this Agreement and receive and retain the Downpayment and any interest earned thereon as and for full and complete liquidated and agreed damages for Purchaser’s Default, and Purchaser shall be released from any further liability to Seller hereunder as a result of such default, except with respect to the provisions hereof which expressly survive the termination of this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON SUCH A PURCHASER DEFAULT AND THAT THE DOWNPAYMENT AND ANY INTEREST EARNED THEREON, AS THE CASE MAY BE, REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON SUCH A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW.

Limitation on Liability of Parties. 9.1 10.1 In the event Purchaser shall be default in default hereunder if (a) it fails to close on a closing date for which time was made to be the performance of the essence, or (b) it fails to perform a material covenant set forth in Purchaser’s obligations under this Agreement, and does not cure such failure within ten (10) business days after receipt of notice thereof from Seller, Agreement and the Closing does not occur as a result thereof (a “Purchaser’s Purchaser Default”). In the event of a Purchaser’s Default, Seller’s sole and exclusive remedy for the Purchaser’s Default shall be, and Seller shall be entitled, to terminate this Agreement and receive and retain the Downpayment and any interest earned thereon or the Downpayment LC actually delivered to Escrow Agent, and Seller shall be entitled to draw, or instruct Escrow Agent to draw, thereupon and Escrow Agent shall deliver the proceeds of the Downpayment LC to Seller, as and for full and complete liquidated and agreed damages for Purchaser’s Defaultdefault, and Purchaser shall be released from any further liability to Seller hereunder as a result of such defaulthereunder, except with respect to that the provisions of Sections 12, 13, 23 and 29 hereof which expressly survive the termination of this Agreementshall survive. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON SUCH A PURCHASER DEFAULT AND THAT THE DOWNPAYMENT AND ANY INTEREST EARNED THEREON, AS THEREON OR THE CASE MAY BE, DOWNPAYMENT LC REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON SUCH A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW.

Limitation on Liability of Parties. 9.1 10.1 In the event Purchaser shall be default in default hereunder if (a) it fails the performance of Purchaser's obligation under this Agreement to close on a closing date for which time was made to be deliver the balance of the essence, or (b) it fails to perform a material covenant set forth in this Agreement, and does not cure such failure within ten (10) business days after receipt of notice thereof from Seller, Purchase Price at Closing and the Closing does not occur as a result thereof (a “Purchaser’s Purchaser Default”). In , provided Seller is not otherwise in default of this Agreement and Seller is ready, willing and able to consummate the event of a Purchaser’s Defaulttransaction on the Closing Date, Seller’s sole and exclusive remedy for the Purchaser’s Default shall be, and Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement and receive and retain the Downpayment and any interest earned thereon as and for full and complete liquidated and agreed damages for Purchaser’s Default's default, and thereupon Purchaser and any Purchaser Related Parties shall be released from any further liability to Seller hereunder as a result of such defaulthereunder, except with respect to the for those provisions hereof which expressly that by their express terms survive the termination of this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON SUCH A PURCHASER DEFAULT AND THAT THE DOWNPAYMENT AND ANY INTEREST EARNED THEREON, AS THE CASE MAY BE, REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON SUCH A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW.

Limitation on Liability of Parties. 9.1 10.1 If Purchaser shall be default in default hereunder if the performance of Purchaser’s obligations under this Agreement (aother than with respect to a breach by Purchaser of Section 12 hereof or any obligations that expressly survive the Closing or earlier termination of this Agreement) it fails and Seller is ready, willing, and able to close on a closing date for which time was made to be in accordance with the terms, provisions and conditions of the essence, or (b) it fails to perform a material covenant set forth in this Agreement, and does not cure such failure within ten (10) business days after receipt of notice thereof from Seller, Agreement and the Closing does not occur as a result thereof (a “Purchaser’s Purchaser Default”). In the event of a Purchaser’s Default, Seller’s sole and exclusive remedy for the Purchaser’s Default shall be, and Seller shall be entitled, to terminate this Agreement and receive and retain the Downpayment and any interest earned thereon as and for full and complete liquidated and agreed damages for Purchaser’s Default, and Purchaser the parties hereto shall be released from any further liability to Seller hereunder as a result of such defaulteach other hereunder, except with respect for those obligations and liabilities that are expressly stated to the provisions hereof which expressly survive the termination of this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON SUCH A PURCHASER DEFAULT AND THAT THE DOWNPAYMENT AND ANY INTEREST EARNED THEREON, AS THE CASE MAY BE, REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON SUCH A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW.