Default by Buyer. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials
Default by Buyer. If Buyer shall fail to perform any of the conditions as provided herein, this Contract shall be terminated and cancelled if such failure is not cured within thirty (30) days after delivery of written notice from Seller to Buyer. In the event of default by Buyer and failure to cure said default within the period hereinabove provided, then Buyer’s interest in the Real Estate shall be extinguished, and all payments made by Buyer herein shall be retained by Seller as liquidated damages. In the alternative, Seller may pursue such other remedies available under law.
Default by Buyer. Should Buyer fail to close as provided in this Agreement, Buyer will be in default. Upon default by Buyer, Seller’s and Motley’s liability hereunder to Buyer shall absolutely cease, and Motley’s shall be entitled to retain the Buyer’s Deposit. If Buyer has not paid the Buyer’s Deposit in full or if Motley’s has incurred any expenses due to default by Buyer, and Buyer has made payment(s) to Seller, then, upon notice from Motley’s to the Seller, any payment(s) by Buyer to Seller (“Payments to Seller”) shall be remitted to Motley’s by the Seller and shall be subject to use as reimbursement to Motley’s for any expenses incurred by Motley’s due to default of Buyer. The Buyer’s Deposit and the Payment to Seller shall be apportioned to Motley’s and Seller in the following manner: Motley’s will retain the amount it would have received as the Buyer’s Premium at settlement plus compensation for any expenses it incurred due to default by Buyer, and Seller will retain the remainder. Additionally, Motley’s may resort to any other action or remedy in law or equity that may be available.
Default by Buyer. IF THE SALE IS NOT CONSUMMATED DUE TO ANY DEFAULT BY BUYER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT AND RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES. THE PARTIES HAVE AGREED THAT SELLER's ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER's DEFAULT, WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE FOREGOING IS NOT INTENDED TO LIMIT BUYER's INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS HEREOF. SELLER: BUYER:
Default by Buyer. Default by Buyer in payment (except in the case of a bona fide dispute) or performance of any material duty or obligation under this Agreement, shall, at the sole option of Company, if the default is not cured within thirty (30) days from and after Buyer's receipt of written notice from Company of the default, constitute a default of this Agreement. In such an event, Company, at its sole option, may employ any remedy then available to it, whether at law or in equity, including, but not limited, to the following:
Default by Buyer. If, prior to Closing, Buyer fails to make any payment when it is due or fails to keep any of Buyer's other promises or agreements contained in this Agreement, then Seller will have the right, at Seller's sole option and in addition to any other rights contained herein, to do any one or more of the following:
Default by Buyer. If Buyer fails to perform any obligation of Buyer under this Agreement prior to or at Closing, and does not cure such failure (a) within two (2) Business Days after receipt of written notice from Seller asserting such failure, if Buyer fails to timely pay or deposit the Deposit or any amount of money required to be paid or deposited by Buyer under this Agreement in connection with any Closing or (b) within five (5) Business Days after receipt of written notice from Seller asserting failure, if Buyer fails to timely deliver Closing Documents or authorize Closing (which, notwithstanding anything to the contrary contained elsewhere in this Agreement, shall include a failure by Buyer to obtain any required internal approval of Buyer’s management (including, without limitation, Buyer’s board of directors), or investment committee) if and when required of Buyer for Closing to occur under this Agreement) (any such failure, if not cured within such period, being a “Buyer Default”), then Seller will be entitled, as Seller’s sole and exclusive remedy against Buyer for such Buyer Default, to terminate this Agreement and receive the Deposit as Seller’s agreed and total liquidated damages by giving written notice of termination to Buyer and Escrow Agent within thirty (30) days after the occurrence of such Buyer Default. The Parties have agreed that Seller’s actual damages in the event of a Buyer Default would be extremely difficult or impracticable to determine. The Parties have therefore agreed that, considering all the facts and circumstances existing as of the Effective Date, the amount of the Deposit is a reasonable estimate of the damages that Seller would incur in the event of a Buyer Default. Each Party specifically confirms the accuracy of the statements made above and the fact that each Party was represented by counsel who explained, at the time this Agreement was made, the consequences of this liquidated damages provision. The foregoing shall not be deemed to limit the liability of Buyer for any payment or indemnification obligation in favor of Seller that survives Closing or termination of this Agreement, nor shall the foregoing limit Seller’s right to pursue any remedy available at law or in equity in response to any breach of any covenant of Buyer under this Agreement; provided, however, that Seller acknowledges that the remedy of termination of this Agreement and/or retention of the Deposit shall be available to Seller only upon the occurrence of a Buyer ...
Default by Buyer. If Buyer fails to deposit the Exxxxxx Money when required, this Agreement shall automatically terminate and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. If Buyer fails to consummate the Closing on the Closing Date, this Agreement shall automatically terminate and Seller’s sole and exclusive remedy shall be to retain all Exxxxxx Money (including all interest thereon) as liquidated damages and both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. In the event of any default on the part of Buyer, other than its failure to deposit the Exxxxxx Money when required hereunder or to consummate the Closing on the Closing Date as set forth above, Seller, as Seller’s sole and exclusive remedy, shall have the right, following Seller’s giving Buyer written notice of such default on Buyer’s failure to cure such default within five (5) business days following such notice being given, to terminate this Agreement and retain all Exxxxxx Money (including all interest thereon) as liquidated damages, in which event, both parties shall be released of all further liability hereunder, except for the obligations hereunder which expressly survive the termination of this Agreement. The Exxxxxx Money amount is agreed upon by both parties as liquidated damages, acknowledging the difficulty and inconvenience of ascertaining and measuring actual damages and the uncertainty thereof. Notwithstanding the foregoing, Buyer and Seller agree that nothing contained herein shall limit Seller’s right to seek and obtain damages from Buyer due to Buyer defaulting in its obligations hereunder which expressly survive the termination of this Agreement.
Default by Buyer. If Buyer fails to perform its obligations under this Agreement, Seller may forfeit this Agreement as provided in Iowa Code (Chapter 656), in which case this Agreement shall be deemed null and void and Seller's Attorney shall deliver the Xxxxxxx Money to Seller, or, at Seller's option, upon thirty days' written notice of intention to accelerate the payment of the entire balance due because of Buyer's default (during which thirty days the default is not corrected), Seller may declare the entire balance immediately due and payable. Thereafter, this Agreement may be foreclosed in equity and the Court may appoint a receiver.
Default by Buyer. If Buyer fails to perform the agreements of this contract within the time set forth herein, Seller may retain, as liquidated damages and not as a penalty, all of the xxxxxxx money deposit specified in paragraph 2 above.
