Common use of Remedies Liquidated Damages Clause in Contracts

Remedies Liquidated Damages. (1) BUYER AND SELLER RECOGNIZE THAT SELLER'S PROPERTY WILL BE REMOVED FROM THE MARKET DURING THE TERM OF THIS AGREEMENT AND THAT IN THE EVENT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, THE DEPOSIT SHALL BE FORFEITED TO SELLER AS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY) IN LIEU OF, AND AS FULL COMPENSATION FOR, ALL OTHER RIGHTS OR CLAIMS OF SELLER AGAINST BUYER. THEREUPON THIS AGREEMENT SHALL TERMINATE AND THE PARTIES SHALL BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES HEREUNDER (EXCEPT FOR THOSE OBLIGATIONS THAT EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT). BY INITIALING THIS AGREEMENT AT THE END OF THIS SECTION 3D, BUYER AND SELLER ACKNOWLEDGE THAT THE DAMAGES TO SELLER RESULTING FROM BUYER'S BREACH WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY ACCURACY, AND THAT THE LIQUIDATED DAMAGE AMOUNT SET FORTH IN THIS SECTION REPRESENTS BOTH PARTIES' EFFORTS TO APPROXIMATE SUCH POTENTIAL DAMAGES.

Remedies Liquidated Damages. (1) BUYER IF THE CLOSING DOES NOT OCCUR DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT, IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE AMOUNT OF DAMAGES WHICH SELLER RECOGNIZE MAY SUFFER. THEREFORE, THE PARTIES HAVE AGREED THAT SELLERTHE AMOUNT NECESSARY TO COMPENSATE SELLER FOR SUCH DAMAGES IS AND SHALL BE THE TITLE COMPANY'S PROPERTY WILL BE REMOVED FROM THE MARKET DURING THE TERM OF THIS AGREEMENT AND THAT IN THE EVENT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE DELIVERY OF THE PROPERTY, THE DEPOSIT SHALL BE FORFEITED TO SELLER AS THE LIQUIDATED DAMAGES, AS SELLER'S SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY) IN LIEU OF, AND AS FULL COMPENSATION FOR, ALL OTHER RIGHTS OR CLAIMS OF SELLER AGAINST BUYER. THEREUPON UNDER THIS AGREEMENT SHALL TERMINATE AND THE PARTIES SHALL BE RELIEVED (SUBJECT TO THOSE PROVISIONS OF ALL FURTHER OBLIGATIONS AND LIABILITIES HEREUNDER (EXCEPT FOR THOSE OBLIGATIONS THAT EXPRESSLY THIS AGREEMENT WHICH, BY THEIR EXPRESS TERMS, SURVIVE THE A TERMINATION OF THIS AGREEMENT). BY INITIALING SUCH LIQUIDATED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF APPLICABLE LAW. IF THE CLOSING DOES NOT OCCUR FOR ANY REASON OTHER THAN BUYER'S DEFAULT UNDER THIS AGREEMENT, THEN THIS AGREEMENT AT SHALL TERMINATE AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS TO EACH OTHER HEREUNDER, EXCEPT FOR (1) THE END RIGHT OF BUYER TO THE RETURN OF THE DEPOSIT, (2) THOSE PROVISIONS OF THIS SECTION 3DAGREEMENT WHICH, BY THEIR EXPRESS TERMS, SURVIVE A TERMINATION OF THIS AGREEMENT, AND (3) IF THE CLOSING FAILS TO OCCUR SOLELY BECAUSE OF SELLER'S DEFAULT, THEN, BUYER, AS ITS SOLE AND EXCLUSIVE REMEDY MAY EITHER (A) RECOVER THE DEPOSIT OR (B) BRING AN ACTION FOR SPECIFIC PERFORMANCE OF THIS AGREEMENTIN WHICH EVENT, AND ONLY IN SUCH EVENT SHALL BUYER HAVE THE RIGHT TO RECORD A LIS PENDENS AGAINST THE PROPERTY. IF THE CLOSING OCCURS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SELLER SHALL APPLY THE DEPOSIT AS A CREDIT TOWARD THE PURCHASE PRICE. THIS PARAGRAPH 3C SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND SELLER ACKNOWLEDGE THAT NOTHING IN THIS PARAGRAPH 3C IS INTENDED TO LIMIT THE DAMAGES TO SELLER RESULTING FROM RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER PARAGRAPH 11E. ____________________________________ ___________________________________ BUYER'S BREACH WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY ACCURACY, AND THAT THE LIQUIDATED DAMAGE AMOUNT SET FORTH IN THIS SECTION REPRESENTS BOTH PARTIES' EFFORTS TO APPROXIMATE SUCH POTENTIAL DAMAGES.INITIALS SELLER'S INITIALS

Remedies Liquidated Damages. (1) BUYER IF THE CLOSING DOES NOT OCCUR DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT, IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE AMOUNT OF DAMAGES WHICH SELLER RECOGNIZE MAY SUFFER. THEREFORE, THE PARTIES HAVE AGREED THAT SELLERTHE AMOUNT NECESSARY TO COMPENSATE SELLER FOR SUCH DAMAGES IS AND SHALL BE THE TITLE COMPANY'S PROPERTY WILL BE REMOVED FROM THE MARKET DURING THE TERM OF THIS AGREEMENT AND THAT IN THE EVENT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE DELIVERY OF THE PROPERTY, THE DEPOSIT SHALL BE FORFEITED TO SELLER AS THE LIQUIDATED DAMAGES, AS SELLER'S SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY) IN LIEU OF, AND AS FULL COMPENSATION FOR, ALL OTHER RIGHTS OR CLAIMS OF SELLER AGAINST BUYER. THEREUPON UNDER THIS AGREEMENT SHALL TERMINATE AND THE PARTIES SHALL BE RELIEVED (SUBJECT TO THOSE PROVISIONS OF ALL FURTHER OBLIGATIONS AND LIABILITIES HEREUNDER (EXCEPT FOR THOSE OBLIGATIONS THAT EXPRESSLY THIS AGREEMENT WHICH, BY THEIR EXPRESS TERMS, SURVIVE THE A TERMINATION OF THIS AGREEMENT). BY INITIALING SUCH LIQUIDATED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF APPLICABLE LAW. IF THE CLOSING DOES NOT OCCUR FOR ANY REASON OTHER THAN BUYER'S DEFAULT UNDER THIS AGREEMENT, THEN THIS AGREEMENT AT SHALL TERMINATE AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS TO EACH OTHER HEREUNDER, EXCEPT FOR (1) THE END RIGHT OF BUYER TO THE RETURN OF THE DEPOSIT, (2) THOSE PROVISIONS OF THIS SECTION 3DAGREEMENT WHICH, BY THEIR EXPRESS TERMS, SURVIVE A TERMINATION OF THIS AGREEMENT, AND (3) IF THE CLOSING FAILS TO OCCUR SOLELY BECAUSE OF SELLER'S DEFAULT, THEN, BUYER, AS ITS SOLE AND EXCLUSIVE REMEDY MAY EITHER (A) RECOVER THE DEPOSIT OR (B) BRING AN ACTION FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT IN WHICH EVENT, AND ONLY IN SUCH EVENT SHALL BUYER HAVE THE RIGHT TO RECORD A LIS PENDENS AGAINST THE PROPERTY. IF THE CLOSING OCCURS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SELLER SHALL APPLY THE DEPOSIT AS A CREDIT TOWARD THE PURCHASE PRICE. THIS PARAGRAPH 3C SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND SELLER ACKNOWLEDGE THAT NOTHING IN THIS PARAGRAPH 3C IS INTENDED TO LIMIT THE DAMAGES TO SELLER RESULTING FROM RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER PARAGRAPH 11E. _____________________________________ _________________________________ BUYER'S BREACH WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY ACCURACY, AND THAT THE LIQUIDATED DAMAGE AMOUNT SET FORTH IN THIS SECTION REPRESENTS BOTH PARTIES' EFFORTS TO APPROXIMATE SUCH POTENTIAL DAMAGES.INITIALS SELLER'S INITIALS

Remedies Liquidated Damages. (1) BUYER AND SELLER RECOGNIZE THAT SELLER'S PROPERTY WILL BE REMOVED FROM THE MARKET DURING THE TERM OF THIS AGREEMENT AND THAT IN THE EVENT BUYER DEFAULTS AND FAILS TO COMPLETE 5.1 Buyer's Default. IF THE PURCHASE OF THE PROPERTYPROPERTY AS PROVIDED IN THIS AGREEMENT IS NOT CONSUMMATED BY REASON OF ANY DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND/OR EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE ACTUAL DAMAGE SUSTAINED BY SELLER AS A RESULT OF SUCH DEFAULT BY BUYER, AND AGREE THAT THE DEPOSITS (INCLUDING ALL INTEREST) AND THE DELIVERY TO SELLER BY BUYER OF THE DUE DILIGENCE MATERIALS IS A REASONABLE APPROXIMATION THEREOF. ACCORDINGLY, IN THE EVENT THAT BUYER BREACHES THIS AGREEMENT, THE DEPOSIT DEPOSITS (INCLUDING ALL INTEREST), THE PAYMENT BY BUYER OF ALL ESCROW CANCELLATION CHARGES AND FEES, AND THE DELIVERY TO SELLER BY BUYER OF THE DUE DILIGENCE MATERIALS SHALL CONSTITUTE AND BE DEEMED TO BE THE AGREED AND LIQUIDATED DAMAGES OF SELLER, AND SHALL BE FORFEITED PAID BY BUYER TO SELLER AND THE TITLE COMPANY AS THE SELLER'S SOLE AND EXCLUSIVE REMEDY AVAILABLE REMEDY. SELLER AGREES TO WAIVE ALL OTHER REMEDIES AGAINST BUYER WHICH SELLER MIGHT OTHERWISE HAVE AT LAW OR IN EQUITY BY REASON OF SUCH DEFAULT BY BUYER; PROVIDED, HOWEVER, THE FOREGOING SHALL NOT LIMIT (I) BUYER'S OBLIGATIONS TO PAY TO SELLER ALL ATTORNEYS' FEES AND COSTS OF SELLER TO ENFORCE THE PROVISIONS OF THIS SECTION 5.1 AND/OR BUYER'S INDEMNITY OBLIGATIONS UNDER SECTIONS 4.4 AND 15 HEREOF, (II) BUYER'S INDEMNITY OBLIGATIONS UNDER SECTIONS 4.4 AND 15 HEREOF, OR (III) THE ABILITY AND RIGHT OF SELLER TO ENFORCE SUCH INDEMNITIES. THE PAYMENT OF THE DEPOSITS (INCLUDING ALL INTEREST) AND THE DELIVERY TO SELLER BY BUYER OF THE DUE DILIGENCE MATERIALS AS LIQUIDATED DAMAGES (AND IS NOT AS INTENDED TO BE A FORFEITURE OR PENALTY) IN LIEU OF, AND AS FULL COMPENSATION FOR, ALL OTHER RIGHTS OR CLAIMS OF SELLER AGAINST BUYER. THEREUPON THIS AGREEMENT SHALL TERMINATE AND THE PARTIES SHALL BE RELIEVED OF ALL FURTHER OBLIGATIONS AND LIABILITIES HEREUNDER (EXCEPT FOR THOSE OBLIGATIONS THAT EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT). BY INITIALING THIS AGREEMENT AT THE END OF THIS SECTION 3D, BUYER AND SELLER ACKNOWLEDGE THAT THE BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER RESULTING FROM BUYER'S BREACH WOULD BE DIFFICULTPURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY ACCURACY, 1676 AND THAT THE LIQUIDATED DAMAGE AMOUNT SET FORTH IN THIS SECTION REPRESENTS BOTH PARTIES' EFFORTS TO APPROXIMATE SUCH POTENTIAL DAMAGES1677.

Remedies Liquidated Damages. (1) BUYER IF THE CLOSING DOES NOT OCCUR DUE TO BUYER'S DEFAULT UNDER THIS AGREEMENT, IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES THAT SELLER RECOGNIZE MAY SUFFER. THEREFORE, THE PARTIES HAVE AGREED THAT SELLER'S PROPERTY A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN SUCH EVENT IS AND WILL BE REMOVED FROM THE MARKET DURING THE TERM OF THIS AGREEMENT AND THAT IN THE EVENT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE TITLE COMPANY'S DELIVERY OF THE PROPERTY, THE DEPOSIT SHALL BE FORFEITED TO SELLER AS THE LIQUIDATED DAMAGES, AS SELLER'S SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY) IN LIEU OF, AND AS FULL COMPENSATION FOR, ALL OTHER RIGHTS OR CLAIMS OF SELLER AGAINST BUYER. THEREUPON UNDER THIS AGREEMENT SHALL TERMINATE AND THE PARTIES SHALL BE RELIEVED (SUBJECT TO THOSE PROVISIONS OF ALL FURTHER OBLIGATIONS AND LIABILITIES HEREUNDER (EXCEPT FOR THOSE OBLIGATIONS THAT EXPRESSLY THIS AGREEMENT WHICH, BY THEIR EXPRESS TERMS, SURVIVE THE A TERMINATION OF THIS AGREEMENT). BY INITIALING SUCH LIQUIDATED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF APPLICABLE LAW. IF THE CLOSING DOES NOT OCCUR FOR ANY REASON OTHER THAN BUYER'S DEFAULT UNDER THIS AGREEMENT, THEN THIS AGREEMENT AT WILL TERMINATE AND NEITHER PARTY WILL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS TO EACH OTHER HEREUNDER, EXCEPT FOR (1) THE END RIGHT OF BUYER TO THE RETURN OF THE DEPOSIT, (2) THOSE PROVISIONS OF THIS SECTION 3DAGREEMENT WHICH, BUYER BY THEIR EXPRESS TERMS, SURVIVE A TERMINATION OF THIS AGREEMENT, AND (3) IF THE CLOSING FAILS TO OCCUR SOLELY BECAUSE OF SELLER'S DEFAULT, THEN, BUYER, AS ITS SOLE AND EXCLUSIVE REMEDY MAY EITHER (A) RECOVER THE DEPOSIT OR (B) BRING AN ACTION FOR SPECIFIC PERFORMANCE OF THIS AGREEMENT. IF THE CLOSING OCCURS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SELLER ACKNOWLEDGE THAT WILL APPLY THE DAMAGES DEPOSIT AS A CREDIT TOWARD THE PURCHASE PRICE. THIS PARAGRAPH 3D WILL SURVIVE THE TERMINATION OF THIS AGREEMENT AND NOTHING IN THIS PARAGRAPH 3D IS INTENDED TO SELLER RESULTING FROM LIMIT THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER PARAGRAPH 11E. ------------------------- ------------------------- BUYER'S BREACH WOULD BE DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN WITH ANY ACCURACY, AND THAT THE LIQUIDATED DAMAGE AMOUNT SET FORTH IN THIS SECTION REPRESENTS BOTH PARTIES' EFFORTS TO APPROXIMATE SUCH POTENTIAL DAMAGES.INITIALS SELLER'S INITIALS