Common use of Purchaser Defaults Clause in Contracts

Purchaser Defaults. In the event (i) of the existence of any uncured default by Purchaser hereunder; or (ii) Purchaser does not purchase the Property on the Closing Date for any reason other than (A) the prior termination of this Agreement pursuant to the provisions hereof, (B) the existence of any unsatisfied condition to Purchaser’s obligations hereunder; or (C) the existence of an uncured default by Seller hereunder; then, at such time or at any time thereafter, as Seller’s sole and exclusive remedy for any such default or event, Seller is entitled (but not required) to terminate this Agreement by notifying Purchaser thereof. Upon Seller’s termination of this Agreement pursuant to this Section 16(b), neither Party has any further rights, duties, or obligations hereunder, except for any indemnification obligations contained herein. The Parties have agreed that Seller’s actual damages in the event of a default by Purchaser would be extremely difficult or impractical to determine. Therefore, the Parties acknowledge that Fifty Thousand Dollars ($50,000.00) has been agreed upon, after negotiation, as the Parties’ reasonable estimate of Seller’s damages and, except as provided in the next sentence, as Seller’s exclusive remedy against Purchaser in the event of any default by Purchaser in Purchaser’s obligations pursuant to this Agreement. In addition to such liquidated damages, Seller shall be entitled to enforce Seller’s remedies under any indemnification contained in this Agreement and to collect any attorneys’ fees and other costs incurred in enforcing the provisions of this Section 16(b). The provisions of this Section 16(b) shall survive any termination of this Agreement.

Purchaser Defaults. In the event that Purchaser fails to pay the Purchase Price on the Closing Date, Purchaser and Seller agree that the actual damages that Seller shall sustain as a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Purchaser and Seller therefore agree that if Purchaser fails to pay the Purchase Price on the Closing Date, whether at or prior to the Closing, Seller’s remedy, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, shall be that Seller may elect to terminate this Agreement, to receive from the Escrow Agent, as full, complete and valid liquidated damages (iand not as a penalty) the Deposit together with any interest earned thereon from Escrow Agent, and thereafter none of the existence parties hereto shall have any further liability or obligation to the other parties hereunder, except for such indemnities, liabilities and obligations as are expressly stated to survive the termination of any uncured default by this Agreement. Except with respect to Purchaser’s failure to pay the Purchase Price Purchaser hereunder; or (ii) Purchaser does not purchase the Property on the Closing Date for any reason other than (A) the prior termination of this Agreement pursuant to the provisions hereof, (B) the existence of any unsatisfied condition to Purchaser’s obligations hereunder; or (C) the existence of an uncured default by which Seller hereunder; then, at such time or at any time thereafter, as Seller’s sole and exclusive remedy for any such default or event, Seller is entitled (but not required) may elect to terminate this Agreement by notifying Purchaser thereof. Upon Seller’s termination of this Agreement pursuant to this Section 16(b), neither Party has any further rights, duties, or obligations hereunder, except for any indemnification obligations contained herein. The Parties have agreed that Seller’s actual damages and receive the Deposit as set forth in the event of a default by Purchaser would be extremely difficult or impractical to determine. Therefore, the Parties acknowledge that Fifty Thousand Dollars ($50,000.00) has been agreed upon, after negotiation, as the Parties’ reasonable estimate of Seller’s damages and, except as provided in the next sentence, as Seller’s exclusive remedy against Purchaser in the event of any default by Purchaser in Purchaser’s obligations pursuant to this Agreement. In addition to such liquidated damages, Seller shall be entitled to enforce Seller’s remedies under any indemnification contained in this Agreement and to collect any attorneys’ fees and other costs incurred in enforcing the foregoing provisions of this Section 16(b24(a). The provisions , Seller agrees not to terminate this Agreement but, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, Seller shall have all other rights and remedies available at law or in equity in the event Purchaser fails to perform any or all of the terms, covenants, conditions and agreements to be performed by Purchaser under the terms of this Section 16(bAgreement or otherwise defaults in any material respect under this Agreement with respect to its obligations to be performed on or before the Closing Date, provided that Seller gives Purchaser written notice of any such failure or default and that Purchaser does not cure or remedy such failure or default within fifteen (15) shall survive any termination days following delivery of this Agreementsuch notice to Purchaser.

Purchaser Defaults. In Notwithstanding anything to the event contrary contained in this Agreement, if (i) Purchaser has failed to satisfy the conditions set forth in Section 9.5(b) and Purchaser's failure shall continue for more than ten (10) days after receipt written notice from Seller of the existence of any uncured default by Purchaser hereunder; or such failure and (ii) Purchaser does not purchase the Property on the there exists no Pre-Closing Date for any reason other than (A) the prior termination of this Agreement pursuant to the provisions hereofBreaches and all conditions set forth in Section 9.6 have been satisfied, (B) the existence of any unsatisfied condition to Purchaser’s obligations hereunder; or (C) the existence of an uncured default by Seller hereunder; then, at such time or at any time thereafter, as then Seller’s 's and each Assigning Affiliate's sole and exclusive remedy for any will be to TERMINATE THIS AGREEMENT AND TO COLLECTIVELY RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES, AT WHICH TIME THIS AGREEMENT WILL BE NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR SECTION 3.2(c). Seller, each Assigning Affiliate, and Purchaser all acknowledge and agree that (i) the Deposit is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller and/or the applicable Assigning Affiliate as a result of having withdrawn the Acquired Assets from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (ii) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default or event, Seller is entitled (but not required) to terminate of Purchaser under this Agreement by notifying Purchaser thereof. Upon Seller’s termination of this Agreement pursuant to this Section 16(b), neither Party has any further rights, duties, or obligations hereunder, except for any indemnification obligations contained herein. The Parties have agreed that Seller’s actual damages in the event of a default by Purchaser would be extremely difficult or and impractical to determine. Therefore, ; (iii) Purchaser seeks to limit its liability under this Agreement to the Parties acknowledge that Fifty Thousand Dollars ($50,000.00) has been agreed upon, after negotiation, as the Parties’ reasonable estimate of Seller’s damages and, except as provided in the next sentence, as Seller’s exclusive remedy against Purchaser Deposit in the event this Agreement is terminated and the transaction contemplated by this Agreement does not close due to a default of any default by Purchaser in Purchaser’s obligations pursuant to under this Agreement. In addition to such liquidated damages, Seller ; and (iv) the Deposit shall be entitled to enforce Seller’s remedies under any indemnification contained in this Agreement and to collect any attorneys’ fees constitutes valid liquidated damages and other costs incurred in enforcing the provisions of this Section 16(b). The provisions of this Section 16(b) shall survive any termination of this Agreementnot a penalty.

Purchaser Defaults. In the event that Purchaser fails to pay the Purchase Price on the Closing Date, Purchaser and Seller agree that the actual damages that Seller shall sustain as a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Purchaser and Seller therefore agree that if Purchaser fails to pay the Purchase Price on the Closing Date, whether at or prior to the Closing, Seller’s remedy, provided that Seller is not then in default under this Agreement beyond any applicable notice and cure period, shall be that Seller may elect to terminate this Agreement, to receive from the Escrow Agent, as full, complete and valid liquidated damages (iand not as a penalty) the Deposit together with any interest earned thereon from Escrow Agent, and thereafter none of the existence parties hereto shall have any further liability or obligation to the other parties hereunder, except for such indemnities, liabilities and obligations as are expressly stated to survive the termination of any uncured default by this Agreement. Except with respect to Purchaser’s failure to pay the Purchase Price Purchaser hereunder; or (ii) Purchaser does not purchase the Property on the Closing Date for any reason other than (A) the prior termination of this Agreement pursuant to the provisions hereof, (B) the existence of any unsatisfied condition to Purchaser’s obligations hereunder; or (C) the existence of an uncured default by which Seller hereunder; then, at such time or at any time thereafter, as Seller’s sole and exclusive remedy for any such default or event, Seller is entitled (but not required) may elect to terminate this Agreement by notifying Purchaser thereof. Upon Seller’s termination of this Agreement pursuant to this Section 16(b), neither Party has any further rights, duties, or obligations hereunder, except for any indemnification obligations contained herein. The Parties have agreed that Seller’s actual damages and receive the Deposit as set forth in the event of a default by Purchaser would be extremely difficult or impractical to determine. Therefore, the Parties acknowledge that Fifty Thousand Dollars ($50,000.00) has been agreed upon, after negotiation, as the Parties’ reasonable estimate of Seller’s damages and, except as provided in the next sentence, as Seller’s exclusive remedy against Purchaser in the event of any default by Purchaser in Purchaser’s obligations pursuant to this Agreement. In addition to such liquidated damages, Seller shall be entitled to enforce Seller’s remedies under any indemnification contained in this Agreement and to collect any attorneys’ fees and other costs incurred in enforcing the foregoing provisions of this Section 16(b24(a). The provisions , Seller agrees not to terminate this Agreement but, provided that Seller is not then in default under this Agreement beyond any applicable notice and cure period, Seller shall have all other rights and remedies available at law or in equity in the event Purchaser fails to perform any or all of the terms, covenants, conditions and agreements to be performed by Purchaser under the terms of this Section 16(bAgreement or otherwise defaults in any material respect under this Agreement with respect to its obligations to be performed on or before the Closing Date, provided that Seller gives Purchaser written notice of any such failure or default and that Purchaser does not cure or remedy such failure or default within thirty (30) shall survive any termination days following delivery of this Agreementsuch notice to Purchaser.