Common use of Purchaser Default Clause in Contracts

Purchaser Default. The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when required to do so under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants hereunder in any material respect, or otherwise defaults in its obligations hereunder and such failure continues after Seller has provided Purchaser with two (2) Business Days written notice, then Seller shall be entitled, as its sole legal and equitable remedy, to terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent prior to or on the Closing Date, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination. Notwithstanding the foregoing, the aforementioned liquidated damages shall not apply to the indemnity or confidentiality provisions attributable to Purchaser under this Agreement or with respect to the representations, warranties, covenants and/or obligations of Purchaser which expressly survive the termination of this Agreement or the Closing.

Purchaser Default. The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when required to do so under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants hereunder in any material respect, or otherwise defaults in its obligations hereunder and such failure continues after Seller has provided Purchaser with two default is not cured within ten (210) Business Days after receipt of written noticenotice from Seller, then Seller shall be entitled, as its sole legal and equitable remedy, entitled to terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent prior to or on the Closing Date, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination. Notwithstanding the foregoing, the aforementioned liquidated damages shall not apply to the indemnity or confidentiality provisions attributable to Purchaser under this Agreement Agreement. Notwithstanding the foregoing or with respect anything set forth herein to the representationscontrary, warranties, covenants and/or obligations Purchaser shall not have the right to cure a default if such default is due to Purchaser’s failure to fund into escrow the balance of Purchaser which expressly survive the termination of Purchase Price due at Closing as required under this Agreement or deliver the closing documents to be executed by Purchaser into escrow at Closing, unless expressly agreed by Seller in writing in Seller’s sole and absolute discretion.

Purchaser Default. The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when required to do so under the terms of this AgreementIf either Initial Closing, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants hereunder in any material respectSecond Closing, or otherwise defaults Final Closing does not occur by reason of a material default of Purchaser’s obligations under this Agreement for five (5) business days after written notice from Seller, and Seller is not then in its obligations hereunder and such failure continues after Seller has provided Purchaser with two (2) Business Days written noticedefault, then Seller shall be entitled, as its sole legal and equitable remedy, have the right to terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent prior to or on the Closing DateAgreement, in which event the Deposit Seller shall be paid to Seller retain ▇▇▇▇▇▇▇ Money as fixedliquidated damages as its sole and absolute remedy, agreed and liquidated damages, and, after the payment whereupon neither of the Deposit to Seller, neither Seller nor Purchaser will parties hereto shall have any further rights or obligations hereunder except for obligations that specifically survive the termination. Seller and Purchaser acknowledge that: (a) it would be impossible to accurately determine Seller’s damages in the event of Purchaser’s default and (b) the ▇▇▇▇▇▇▇ Money is fair and equitable under the circumstances. No other remedy or relief shall be available to Seller, and Seller hereby waives all other remedies, including the right to sue Purchaser for damages. Notwithstanding the foregoing to the contrary, in the event Borrower defaults in any obligation for which Purchaser has agreed to indemnify, defend, or hold harmless Seller, or following termination of this Agreement, except for Purchaser continues to violate any obligations that expressly survive termination. Notwithstanding the foregoing, the aforementioned liquidated damages shall not apply to the indemnity or confidentiality provisions attributable to Purchaser under this Agreement or with respect to the representations, warranties, covenants and/or obligations of Purchaser provision which expressly survive the survives termination of this Agreement Agreement, then in each case Seller shall be entitled to pursue all remedies at law or equity against Purchaser in connection with such default notwithstanding the Closingforegoing limitations.

Purchaser Default. The parties acknowledge and agree that Seller should be entitled If, at any time prior to compensation for the Closing, Purchaser terminates this Agreement pursuant to Section 14.1(c) or Sellers are not in default in any detriment suffered if Purchaser fails to consummate material respect regarding the purchase performance of the Property if and when required to do so their obligations under the terms of this Agreement, but agree that it would be extremely difficult to ascertain and Purchaser is in default in any material respect regarding either the extent performance of the actual detriment Seller would suffer as a result its obligations under this Agreement or by virtue of such failure. Consequently, if Purchaser fails to consummate the purchase an uncured breach of the Property on the Closing Date or fails to perform any of its other covenants hereunder in representations or warranties hereunder, and such default continues for a period of fifteen (15) days after notice of such default is delivered by Sellers to Purchaser with respect to any material respectbreach or default that is capable of being cured, or otherwise defaults in its obligations hereunder and immediately upon notice of such failure continues after Seller has provided default is delivered by Sellers to Purchaser with two respect to such breach or default which is not capable of being cured (2) Business Days written noticea “Purchaser Default”), then Seller shall be entitledSellers may elect, as its their sole legal and equitable exclusive remedy, (a) to terminate this Agreement by giving providing written notice thereof to Purchaser and Escrow Agent prior to or on the Closing DatePurchaser, in which event case the full Deposit shall be paid promptly disbursed to Seller as fixed, agreed Newco in accordance with Section 4.7(d) hereof and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will parties hereto shall have any no further rights or obligations under this Agreement, except for any obligations that those which expressly survive such termination, (b) to grant Purchaser additional time to cure such Purchaser’s Default, without waiving or prejudicing Sellers’ right to thereafter exercise its remedy under the foregoing clause (a), or (c) to waive such default and proceed to Closing pursuant to this Agreement. Notwithstanding the foregoingPurchaser and Newco acknowledge and agree that if this Agreement is terminated pursuant to this Section 14.5(b), the aforementioned damages that Newco would sustain as a result of such termination would be difficult if not impossible to ascertain. Accordingly, Purchaser and Newco agree that Newco shall retain the Deposit as full and complete liquidated damages shall (and not apply as a penalty) as Newco’s sole and exclusive remedy for such termination; provided, however, that in addition to the indemnity or confidentiality provisions attributable to Purchaser Deposit, Seller shall retain all rights and remedies under this Agreement or with respect to the representations, warranties, covenants and/or those obligations of Purchaser which expressly survive the termination of this Agreement or the Closingsuch termination.

Purchaser Default. The If Purchaser shall breach or default under this Agreement and, with respect to breaches or defaults for which a cure period is applicable, fail to cure such breach or default within such cure period, Seller may terminate this Agreement, the Deposit shall be retained by Seller as liquidated damages, without the necessity of proving actual damages, and both parties acknowledge shall be relieved of and released from any further liability hereunder except for Purchaser’s Indemnity Obligations set forth in Sections 3.1.2 and 3.6 hereof and matters which, by the express provision thereof in this Agreement, survive termination of the Agreement. Seller and Purchaser agree that Seller should Seller’s damages in the event of such breach or default will be entitled difficult or impractical to compensation for any detriment suffered if Purchaser fails to consummate ascertain, the purchase Deposit is a fair and reasonable estimate of such damages as of the Property if and when required to do so under the terms date of this Agreement, but and the Deposit is to be retained by Seller as agreed and liquidated damages in light of Seller’s removal of the Property from the market and the costs incurred by Seller and shall not constitute a penalty or a forfeiture. 10.1.1. The parties hereto agree that it would be extremely difficult to ascertain prove actual damages resulting from a breach of this Agreement and that the extent Deposit represents a fair and equitable estimation of Seller’s damages in the actual detriment Seller would suffer event of a breach or default by Purchaser. The parties further agree that this liquidated damage clause is included herein as a result of such failure. Consequently, if Purchaser fails to consummate negotiation by the purchase parties at the express request of the Property on the Closing Date or fails to perform any of its other covenants hereunder in any material respect, or otherwise defaults in its obligations hereunder and such failure continues after Seller has provided Purchaser with two (2) Business Days written notice, then Seller shall be entitled, as its sole legal and equitable remedy, to terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent prior that Purchaser hereby waives any right to challenge the enforceability of this clause or on its reasonability, and Purchaser hereby waives any and all rights it may have at law or equity to dispute Seller’s right to the Closing Dateliquidated damages provided for herein. In addition, the parties waive any right to asset the lack of mutuality of remedy as a defense in which the event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will have any further rights or obligations under litigation arising out of this Agreement, except for any obligations that expressly survive termination. Notwithstanding the foregoing, the aforementioned liquidated damages shall not apply to the indemnity or confidentiality provisions attributable to Purchaser under this Agreement or with respect to the representations, warranties, covenants and/or obligations of Purchaser which expressly survive the termination of this Agreement or the Closing.

Purchaser Default. The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails defaults in its obligation to consummate the purchase of the Property if and when required on the Closing Date for any reason other than a default by Seller or the failure of any condition to do so under the terms of this AgreementClosing expressly set forth herein, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failurebreach or default by Purchaser. Consequently, if Purchaser fails defaults in its obligation to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants hereunder and Seller is not then in any material respect, or otherwise defaults in its obligations default hereunder and such failure continues after Seller has provided all conditions to Closing of Purchaser with two (2) Business Days written noticeset forth in Section 8.1 hereof have been satisfied, then Seller shall be entitledSeller, as its sole legal and equitable exclusive remedy, shall be entitled to terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent prior to or on at the Closing DateClosing, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination. Notwithstanding In no event whatsoever shall Seller be entitled to any damages, rights or remedies against Purchaser as a result of any default or breach of any representation or warranty of Purchaser hereunder, other than retaining the foregoing, the aforementioned liquidated damages Deposit as specifically set forth in this Section 11.2. The provisions of this Section 11.2 shall not apply to in any manner limit or otherwise condition any of the indemnity representations or confidentiality provisions attributable to Purchaser under this Agreement or with respect to the representations, warranties, covenants and/or obligations warranties of Purchaser which expressly set forth in Section 6.2.3 hereof, and Purchaser’s representations and warranties set forth in such Section 6.2.3 shall survive the termination of this Agreement or the Closing.

Purchaser Default. The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when required to do so under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants hereunder in any material respect, or otherwise defaults in its obligations hereunder and such failure continues after Seller has provided hereunder, then Purchaser with two shall have ten (210) Business Days written notice, then from the date of receipt of notice from Seller to cure such breach (provided that no notice from Seller shall be entitledrequired and Purchaser shall not have any cure period with respect to a failure by Purchaser to pay the balance due of the Purchase Price by the time required hereunder). If Purchaser fails to cure such breach within such ten (10) Business Day period, as its sole legal and equitable remedy, Seller shall be entitled to terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent prior to or on the Closing Date, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination. Notwithstanding the foregoing, the aforementioned liquidated damages shall not apply to or limit the indemnity or confidentiality provisions attributable to Purchaser under this Agreement or with respect to the representations, warranties, covenants and/or obligations of Purchaser which expressly survive the termination of this Agreement or the ClosingAgreement.

Purchaser Default. The parties acknowledge and agree Provided that Seller should be entitled to compensation for is (i) not in material default of its non-monetary obligations hereunder, (ii) not in default, in any detriment suffered if Purchaser fails respect, of its monetary obligations hereunder, and (iii) is otherwise ready, willing and able to consummate the transactions contemplated hereby, in the event Purchaser shall default in the performance of its obligation to purchase the Loan in breach of the Property if and when required to do so its obligations under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants hereunder in any material respect, or otherwise defaults in its obligations hereunder and such failure continues after Seller has provided Purchaser with two (2) Business Days written notice, then Seller shall be entitled, as its sole legal and equitable remedy, entitled to terminate this Agreement and the sole remedy of Seller shall be to retain the Escrow Funds as liquidated damages for all loss, damage and expense suffered by giving written notice thereof to Seller on account thereof, it being acknowledged by Purchaser and Escrow Agent prior to or on the Closing Date, Seller that in which such event the Deposit shall be paid Seller will suffer substantial damages but such damages are incapable of exact ascertainment. After payment to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to SellerEscrow Funds, neither Seller nor Purchaser will shall have any further rights or obligations under this hereunder; provided, however, (a) that the indemnities contained in Section 8.2(b) and Section 11.2 hereof, and (ii) the terms of the Confidentiality Agreement, except for shall survive any obligations that expressly survive such termination. Notwithstanding the foregoing, the aforementioned liquidated damages shall not apply anything to the indemnity or confidentiality provisions attributable to Purchaser under this Agreement or with respect contrary herein contained, if subsequent to the representationsClosing Purchaser shall fail to comply with its obligations contained herein which survive Closing, warrantiesSeller in addition to any rights and remedies provided herein, covenants and/or obligations of Purchaser which expressly survive the termination of this Agreement shall be entitled to any and all remedies available at law, in equity or the Closingotherwise.