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 FAILS TO OCCUR BECAUSE OF BUYER’S DEFAULT, THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN BECAUSE OF THE NATURE OF THE PROPERTY AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 13.3, SELLER AND BUYER AGREE THAT THIS LIQUIDATED DAMAGES PROVISION IS INTENDED TO BE SELLER’S SOLE AND EXCLUSIVE REMEDY FOR A DEFAULT BY BUYER, BUT IS NOT INTENDED AND SHOULD NOT BE DEEMED OR CONSTRUED TO LIMIT IN ANY WAY BUYER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT. SELLER WAIVES ANY RIGHTS THAT IT MAY HAVE UNDER RELEVANT STATUTORY LAW TO SEEK SPECIFIC PERFORMANCE OR ANY OTHER REMEDY AT LAW OR IN EQUITY OTHER THAN THE RECEIPT OF THE DEPOSIT. IN THE EVENT OF BUYER’S DEFAULT AND THE TERMINATION OF THIS TRANSACTION, THE LEASE SHALL NONETHELESS CONTINUE IN FULL FORCE AND EFFECT. SELLER’S INITIALS: _____ BUYER’S INITIALS: _____ - MISCELLANEOUS Assignments. Buyer and any subsequent assignee may only assign this Agreement or its or their respective rights hereunder with Seller’s prior written consent, unless the assignment is to an entity affiliated with or controlling, controlled by, or under common control with Buyer, in which case Seller’s consent shall not be required for any such assignment; provided that Buyer and any subsequent assignee may not be released from its or their obligations under this Agreement in connection with any such assignment. To the extent that Seller’s consent is required in connection with an assignment, Seller agrees that its consent will not be unreasonably withheld, conditioned, or delayed. Any assignee shall assume all of Buyer's or subsequent assignee’s obligations hereunder and succeed to all of Buyer's or any subsequent assignee’s rights and remedies hereunder, and any assignment and assumption must be in writing and delivered to Seller at least five (5) business days prior to the Closing Date.
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 Interests 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.
