Buyer’s Default. Seller’s remedies shall be limited to liquidated damages in the amount of the Xxxxxxx Money set forth in Section IV. It is agreed that such payments and things of value are liquidated damages and are Seller’s sole and only remedy for Buyer’s failure to perform the obligations of this Agreement. The Parties agree that Seller’s actual damages in the event of Buyer’s default would be difficult to measure, and the amount of the liquidated damages herein provided for is a reasonable estimate of such damages.
Buyer’s Default. Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses incurred together with interest. Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to cancel the Agreement, in which case the deposit together with interest earned shall be released to the Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further compensation for their losses and for all expenses incurred together with interest.
Buyer’s Default. If the sale and purchase of the Property contemplated by this Agreement is not consummated on account of Buyer's default hereunder, Seller shall be entitled, as its sole and exclusive remedy hereunder, to receipt of the Escrow Money amount as full and complete liquidated damages for such default of Buyer. The Parties hereby acknowledge that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Buyer’s default of this Agreement or any duty arising in connection or relating herewith. Seller’s entitlement to and receipt of the Escrow Money is intended not as a penalty, but as full and complete liquidated damages. The right to retain such sums as full liquidated damages is Seller’s sole and exclusive remedy in the event of default or failure to perform hereunder by Buyer, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx Buyer for any claims, injury, or loss arising from or in connection with this Agreement, including without limitation: (i) for specific performance of this Agreement; or (ii) to recover any damages in excess of such liquidated damages.
Buyer’s Default. Buyer has entered into this Agreement on a no contingent basis and, except for Seller’s performance hereunder, there are no conditions precedent to Buyer’s obligations hereunder. In the event Buyer breaches this Agreement or is otherwise unable to perform its obligations hereunder, Seller may terminate this agreement upon written notice to Buyer. Upon such termination, Buyer shall forfeit to Seller the Xxxxxxx Money and seller shall be entitled to all available remedies, at law or in equity, as a result of buyer’s breach to the extent greater than the xxxxxxx money. Notwithstanding the foregoing, following Closing, Seller shall be entitled to all available remedies at law or in equity as a result of Buyer’s breach of any releases, covenants, representations, warranties or other terms or provisions hereof which by their express terms survive Closing.
Buyer’s Default. IF THE CLOSING UNDER THIS AGREEMENT FAILS TO OCCUR BY REASON OF A MATERIAL BREACH BY BUYER UNDER THIS AGREEMENT OR A FAILURE OF A SELLER CONDITION TO CLOSE AS PROVIDED IN SECTION 4.3.2 ABOVE (OTHER THAN A FAILURE OF ANY CONDITION SET FORTH IN SUBSECTIONS 4.3.2(C) OR (D) THAT IS NOT CAUSED BY BUYER) (AND BUYER DOES NOT CURE SUCH MATERIAL DEFAULT, BREACH OR FAILURE OF CONDITION WITHIN THE EARLIER TO OCCUR OF (I) FIVE (5) DAYS FOLLOWING NOTICE THEREOF FROM SELLER AND (II) THE OUTSIDE CLOSING DATE, EXCEPT NO NOTICE OR CURE PERIOD SHALL APPLY IF BUYER FAILS TO DELIVER THE CLOSING DOCUMENTS TO WHICH IT IS A PARTY OR THE PURCHASE PRICE ON THE SPECIFIED CLOSING DATE), AT THE WRITTEN ELECTION OF SELLER TO BUYER AND ESCROW HOLDER, THIS AGREEMENT SHALL BE TERMINATED, BUYER SHALL COMPLY WITH THE PROVISIONS OF CLAUSES (b) AND (c) of SECTION 4.5 ABOVE AND SELLER SHALL BE ENTITLED TO RETAIN ALL OF THE DEPOSIT TO THE EXTENT MADE HEREUNDER, AS LIQUIDATED DAMAGES AS ITS SOLE AND EXCLUSIVE REMEDY. 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 PAYMENT OF THE DEPOSIT TO SELLER IS A REASONABLE APPROXIMATION THEREOF. SELLER HEREBY WAIVES 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 (A) THE PROVISIONS OF SECTION 20 OF THIS AGREEMENT, (B) INJUNCTIVE RELIEF DUE TO BUYER'S BREACH OF BUYER'S OBLIGATIONS UNDER SECTION 15 OR SECTION 19 BELOW, (C) SELLER'S RIGHT TO PURSUE ANY AND ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY IN THE EVENT THAT FOLLOWING ANY TERMINATION OF THIS AGREEMENT, BUYER OR ANY AFFILIATE OR REPRESENTATIVE THEREOF ASSERTS ANY CLAIMS OR RIGHT TO THE PROPERTY THAT WOULD OTHERWISE DELAY OR PREVENT SELLER FROM HAVING CLEAR, INDEFEASIBLE AND MARKETABLE TITLE TO THE PROPERTY, OTHER THAN A SELLER BREACH OF ITS OBLIGATION TO SELL THE PROPERTY TO BUYER ON THE CLOSING DATE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR WRONGFUL TERMINATION BY SELLER OF THIS AGREEMENT IN BREACH OF THE TERMS HEREOF OR (D) THE ABILITY AND RIGHT OF SELLER TO ENFORCE THE SURVIVING OBLIGATIONS. WITHOUT LIMITING THE FOREGOING, THIS LIQUIDATED DAMAGES PROVISION SHALL NOT LIQUIDATE OR LIMIT BUYER'S LIABILITY FOR ANY OF BUYER'S INDEMNITIES SET FORTH IN THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION. THE PAY...
Buyer’s Default. The Parties acknowledge that Seller’s actual damages hereunder in the event of a Buyer default would be difficult or impossible to calculate, and, accordingly, Seller’s sole remedy hereunder in the event of a Buyer default shall be limited to liquidated damages in the amount of the Deposit. The Parties agree that the amount of the liquidated damages herein provided is a reasonable estimate of such Seller damages.
Buyer’s Default. In the event Buyer breaches this Agreement or is otherwise unable to perform its obligations hereunder, Seller may terminate this agreement upon written notice to Buyer. Upon such termination, Buyer shall forfeit to Seller the Xxxxxxx Money and Seller shall be entitled to all available remedies, at law or in equity, as a result of Buyer’s breach to the extent greater than the xxxxxxx money. Notwithstanding the foregoing, following Closing, Seller shall be entitled to all available remedies at law or in equity as a result of Buyer’s breach of any releases, covenants, representations, warranties or other terms or provisions hereof which by their express terms survive Closing.
Buyer’s Default. Buyer has entered into this Agreement on a no contingent basis and, except for Seller’s performance hereunder, there are no conditions precedent to Buyer’s obligations hereunder. In the event Buyer breaches this Agreement or is otherwise unable to perform its obligations hereunder, Seller may terminate this agreement upon written notice to Buyer. Upon such termination, Buyer shall forfeit to Seller the Xxxxxxx Money as liquidated damages, which shall be Seller’s sole remedy for any such breach. Buyer and Seller acknowledge that actual damage would be difficult to calculate and that the xxxxxxx money is a reasonable estimate of the likely damages. Notwithstanding the foregoing, following Closing, Seller shall be entitled to all available remedies at law or in equity as a result of Buyer’s breach of any releases, covenants, representations, warranties or other terms or provisions hereof which by their express terms survive Closing.
Buyer’s Default. Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to cancel the Agreement, in which case the Sellers shall be entitled to claim compensation for their losses and for all expenses incurred together with interest.
Buyer’s Default. If Seller and/or its Affiliates have complied with all of the covenants and conditions contained herein and in the Concurrent Contracts and is ready, willing and able to (directly or indirectly) sell and transfer the Property Assets to Buyer in accordance with this Agreement and Buyer or its Affiliates or New Castle for any reason fails to consummate this Agreement in breach of its or Buyer's Affiliates' or New Castle's obligations to do so hereunder or under the Concurrent Contracts, then the parties hereto agree as follows: SELLER MAY, BY WRITTEN NOTICE TO BUYER AND TITLE COMPANY, AS ITS SOLE REMEDY TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS SELLER'S LIQUIDATED DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY FOR THE BREACH OF THIS AGREEMENT BY BUYER. IT IS EXPRESSLY UNDERSTOOD AND AGREED BETWEEN SELLER AND BUYER THAT SELLER'S ACTUAL DAMAGES FOR ANY SUCH BREACH BY BUYER HEREUNDER WOULD BE SUBSTANTIAL BUT EXTREMELY DIFFICULT TO ASCERTAIN. Thereafter, neither party shall have any further rights or obligations with respect to the other under this Agreement, except for Buyer's or its Affiliates' indemnification obligations under the Covenants Surviving Termination. The parties agree that the Deposit amount bears a reasonable relationship to the potential injury likely to be sustained in the event of such a breach and that such amount is intended by the parties to provide just compensation in the event of such a breach and is not intended to compel performance or to constitute a penalty for nonperformance.
