Common use of BREACH BY PURCHASER Clause in Contracts

BREACH BY PURCHASER. If Purchaser fails to consummate this Agreement for any reason, except Seller’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Seller shall be entitled, as its sole and exclusive remedy, at law or in equity, to either (i) terminate this Agreement, and neither party shall have any further right or obligation hereunder other than the Surviving Obligations; or (ii) pursue the remedy of specific performance of Purchaser’s obligations under this Agreement. Notwithstanding the foregoing, if Purchaser willfully defaults in its obligation to purchase the Property pursuant to this Agreement and the remedy of specific performance as provided in clause (ii) above is not available to Seller, then Seller’s sole remedy shall be to proceed pursuant to clause (i) above and Seller may recover from Purchaser the actual out-of-pocket expenses incurred by Seller in connection with the transaction described in this Agreement, including, without limitation, expenses paid to Seller’s attorneys in connection with negotiation of this Agreement and matters related thereto. If specific performance is not available as described in the immediately preceding sentence, Purchaser shall pay to Seller all actual expenses, including reasonable attorneys’ fees actually incurred, incurred by Seller in such specific performance action, and such expenses shall not be included as an expense of Seller in determining Purchaser’s liability to Seller in the event specific performance is not an available remedy as set forth in this Section 7.2. Notwithstanding any provision in this Section 7.2 to the contrary, in no event shall Purchaser be liable to reimburse Seller for costs and expenses in excess of $50,000.00 in the aggregate. The foregoing provision of this Section 7.2 shall survive the termination of this Agreement.

BREACH BY PURCHASER. If the Purchaser commits a breach of this agreement and/or fails to consummate this Agreement for comply with any reason, except Seller’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, then the Seller shall be entitled to give the Purchaser not less than 7 (seven) days’ notice in writing to remedy such breach and/or failure and if the Purchaser fails to comply with such notice, then the Seller shall forthwith be entitled, as but not obliged, without prejudice to any other rights or remedies which the Seller may have in law, including the right to claim damages: To cancel this agreement (in which event the Purchaser shall forfeit all monies paid to the Seller or its sole attorneys or agent/s in terms of this agreement and exclusive remedy, at law or in equity, to either (i) terminate this Agreement, all interest thereon); and neither party shall have any further right or obligation hereunder other than the Surviving Obligations; or (ii) pursue the remedy of specific game already delivered To claim immediate performance of all the Purchaser’s obligations under in terms of this Agreementagreement; and/or The purchaser shall immediately vacate the property and return it in the same state in which he received it. Notwithstanding Should the foregoing, if Seller take steps against the Purchaser willfully defaults in its obligation to purchase the Property pursuant to a breach by the Purchaser of this Agreement agreement, then without prejudice to any other rights which the Seller may have, the Seller shall be entitled to recover from the Purchaser all legal costs incurred by it including attorney/client charges, tracing fees and such collection commission as the Seller is obliged to pay to its attorneys. Should transfer be delayed by the Purchaser for whatever reason and the remedy of specific performance as provided in clause (ii) above is Seller elects not available to Sellercancel this agreement, then Seller’s sole remedy shall be to proceed pursuant to clause (i) above and Seller may recover from Purchaser the actual out-of-pocket expenses incurred by Seller in connection with the transaction described in this Agreement, including, without limitation, expenses paid to Seller’s attorneys in connection with negotiation of this Agreement and matters related thereto. If specific performance is not available as described in the immediately preceding sentence, Purchaser shall pay to the Seller all actual expensesinterest on the full purchase price at the prime overdraft rate charged by the Seller’s bankers from time to time calculated from the date that the Seller’s attorneys (acting as experts) certify in writing that in their opinion the transfer ought reasonably to have been registered, including reasonable attorneys’ fees actually incurred, incurred by Seller in but for such specific performance action, and such expenses shall not be included as an expense of Seller in determining Purchaser’s liability to Seller in the event specific performance is not an available remedy as set forth in this Section 7.2. Notwithstanding any provision in this Section 7.2 to the contrary, in no event shall Purchaser be liable to reimburse Seller for costs and expenses in excess of $50,000.00 in the aggregate. The foregoing provision of this Section 7.2 shall survive the termination of this Agreementdelay.

BREACH BY PURCHASER. If Purchaser fails the Closing does not occur solely as a result of Purchaser’s failure to consummate comply with its obligations under this Agreement, Seller may terminate this Agreement for any reason, except and thereupon shall be entitled to the Deposit (and Purchaser shall pay all escrow charges) as Seller’s default or a termination of this Agreement by Purchaser or Seller full liquidated damages pursuant to applicable state statute (and not as a right to do so under the provisions hereof, Seller shall be entitled, penalty) as its Seller’s sole and exclusive remedy, at law or in equity, to either (i) terminate this Agreementremedy and relief hereunder, and neither party shall have any further right or obligation hereunder other than the Surviving Obligations; or (ii) pursue not be entitled to the remedy of specific performance performance. Seller and Purchaser have made this provision for liquidated damages because it would be impossible to estimate more precisely, on the date hereof, the amount of actual damages for such breach, and that these sums represent a reasonable pre-estimate of Seller’s probable loss in the event of Purchaser’s obligations under this Agreementbreach. SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY PURCHASER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN 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. Notwithstanding the foregoing, if Purchaser willfully defaults in its obligation to purchase the Property pursuant to provisions of this Agreement and the remedy Section 8.2 shall not limit or affect any of specific performance Purchaser’s indemnities as provided in clause (ii) above is not available to Seller, then Seller’s sole remedy shall be to proceed pursuant to clause (i) above and Seller may recover from Purchaser the actual out-of-pocket expenses incurred by Seller in connection with the transaction described in this Agreement, including, without limitation, expenses paid to Seller’s attorneys in connection with negotiation of this Agreement and matters related thereto. If specific performance is not available as described in the immediately preceding sentence, Purchaser shall pay to Seller all actual expenses, including reasonable attorneys’ fees actually incurred, incurred by Seller in such specific performance action, and such expenses shall not be included as an expense of Seller in determining Purchaser’s liability to Seller in the event specific performance is not an available remedy as set forth in this any other Section 7.2. Notwithstanding any provision in this Section 7.2 to the contrary, in no event shall Purchaser be liable to reimburse Seller for costs and expenses in excess of $50,000.00 in the aggregate. The foregoing provision of this Section 7.2 shall survive the termination of this Agreement.. Purchaser’s initials Seller’s initials

BREACH BY PURCHASER. If Purchaser fails to consummate this Agreement for comply with any reasonof the terms, except Seller’s default conditions or a termination obligations of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Seller shall be entitled, as its sole and exclusive remedy, at law or in equity, to either (i) terminate this Agreement, and neither party shall have any further right or obligation hereunder other than the Surviving Obligations; or (ii) pursue the remedy of specific performance of Purchaser’s obligations under this Agreement. Notwithstanding the foregoing, if Purchaser willfully defaults in its obligation to purchase the Property pursuant to Seller may terminate this Agreement and thereupon shall be entitled to the remedy of specific performance Xxxxxxx Money as provided in clause liquidated damages (iiand not as a penalty) above is not available to Seller, then and as Seller’s sole remedy and relief hereunder (except for the Surviving Obligations). Seller hereby agrees that prior to its exercise of any rights or remedies as a result of any defaults by Purchaser, Seller will first deliver written notice of said default to Purchaser, and if Purchaser so elects, Purchaser shall have the opportunity, but not the obligation, to cure such default within ten (10) days after Purchaser’s receipt of such notice; provided, however, that in the event Purchaser fails to consummate the closing on the Closing Date, Purchaser shall have the opportunity, but not the obligation, to cure such default within five (5) days of the Closing Date; further provided that Purchaser shall not be entitled to proceed any such cure period for a failure to consummate the closing on the Closing Date pursuant to clause (i) above the terms and Seller may recover from Purchaser the actual out-of-pocket expenses incurred by Seller in connection with the transaction described in this Agreement, including, without limitation, expenses paid to Seller’s attorneys in connection with negotiation conditions of this Agreement and matters related thereto. If specific performance if such failure is not available as described solely due to Purchaser’s failure to fund the Purchase Price on the Closing Date (other than a delay caused by Purchaser’s lender, if any, in the immediately preceding sentence, which case Purchaser shall pay be entitled to the aforementioned five (5) day cure period). Seller and Purchaser have made this provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and Seller and Purchaser agree that these sums represent reasonable compensation to Seller all actual expensesfor such breach. Notwithstanding the provisions of Section 8.2(a) above, including reasonable attorneys’ fees actually incurred, incurred by Seller in such specific performance action, and such expenses the foregoing shall not be included as an expense in any way limit, affect or impair any of Seller in determining Purchaser’s liability to Seller indemnities as provided in the event specific performance is not an available remedy as set forth in this Section 7.2. Notwithstanding any provision in this Section 7.2 to the contrarySections 4.2, in no event shall Purchaser be liable to reimburse Seller for costs and expenses in excess of $50,000.00 in the aggregate. The foregoing provision of this Section 7.2 shall survive the termination 6.3(b) or 10.2 of this Agreement.

BREACH BY PURCHASER. If the Purchaser commits a breach of this agreement and/or fails to consummate this Agreement for comply with any reason, except Seller’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, then the Seller shall be entitled to give the Purchaser not less than 7 (seven) days’ notice in writing to remedy such breach and/or failure and if the Purchaser fails to comply with such notice, then the Seller shall forthwith be entitled, as but not obliged, without prejudice to any other rights or remedies which the Seller may have in law, including the right to claim damages: To cancel this agreement (in which event the Purchaser shall forfeit all monies paid to the Seller or its sole attorneys or agent/s in terms of this agreement and exclusive remedy, at law or in equity, to either (i) terminate this Agreement, and neither party shall have any further right or obligation hereunder other than all interest thereon); and/or To claim immediate performance and/or payment of all the Surviving Obligations; or (ii) pursue the remedy of specific performance of Purchaser’s obligations under in terms of this Agreementagreement; and/or To recover from the Purchaser all or any brokerage payable or paid by the Seller in respect of this transaction. Notwithstanding Should the foregoing, if Seller take steps against the Purchaser willfully defaults in its obligation to purchase the Property pursuant to a breach by the Purchaser of this Agreement agreement, then without prejudice to any other rights which the Seller may have, the Seller shall be entitled to recover from the Purchaser all legal costs incurred by it including attorney/client charges, tracing fees and such collection commission as the Seller is obliged to pay to its attorneys. Should transfer be delayed by the Purchaser for whatever reason and the remedy of specific performance as provided in clause (ii) above is Seller elects not available to Sellercancel this agreement, then Seller’s sole remedy shall be to proceed pursuant to clause (i) above and Seller may recover from Purchaser the actual out-of-pocket expenses incurred by Seller in connection with the transaction described in this Agreement, including, without limitation, expenses paid to Seller’s attorneys in connection with negotiation of this Agreement and matters related thereto. If specific performance is not available as described in the immediately preceding sentence, Purchaser shall pay to the Seller all actual expensesinterest on the full purchase price at the prime overdraft rate charged by the Seller’s bankers from time to time calculated from the date that the Seller’s attorneys (acting as experts) certify in writing that in their opinion the transfer ought reasonably to have been registered, including reasonable attorneys’ fees actually incurred, incurred by Seller in but for such specific performance action, and such expenses shall not be included as an expense of Seller in determining Purchaser’s liability to Seller in the event specific performance is not an available remedy as set forth in this Section 7.2. Notwithstanding any provision in this Section 7.2 to the contrary, in no event shall Purchaser be liable to reimburse Seller for costs and expenses in excess of $50,000.00 in the aggregate. The foregoing provision of this Section 7.2 shall survive the termination of this Agreementdelay.

BREACH BY PURCHASER. If Purchaser fails should fail to consummate this Agreement the purchase of the Property for any reason, except reason other than Seller’s 's default or a termination of this Agreement by Purchaser or Seller pursuant inability to a perform hereunder, and other than Purchaser's right to do so under the provisions hereofterminate this Contract as provided herein, Seller shall have the right to terminate this Contract and receive the Xxxxxxx Money from the Escrow Agent, such funds being agreed upon as liquidated damages (and not as a penalty, Seller and Purchaser hereby acknowledging that the amount of damages resulting from a breach of this Contract by Purchaser would be entitleddifficult or impossible to accurately ascertain) for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take the Xxxxxxx Money as its total damages and relief and as its sole and exclusive remedyremedy for such failure by the Purchaser to consummate such purchase, at law or in equity, subject to either (i) terminate this Agreement, Purchaser's indemnification and neither party shall have any further right or obligation hereunder other than the Surviving Obligations; or (ii) pursue the remedy of specific performance of Purchaser’s confidentiality obligations under this Agreement. Notwithstanding the foregoing, if Purchaser willfully defaults in its obligation to purchase the Property pursuant to this Agreement Sections 3.04 and the remedy of specific performance as provided in clause (ii) above is not available to Seller, then Seller’s sole remedy shall be to proceed pursuant to clause (i) above and Seller may recover from Purchaser the actual out-of-pocket expenses incurred by Seller in connection with the transaction described in this Agreement, including, without limitation, expenses paid to Seller’s attorneys in connection with negotiation 3.05 of this Agreement and matters related theretoContract. If specific performance is not available as described in Purchaser hereby authorizes Escrow Agent to release the immediately preceding sentence, Purchaser shall pay to Seller all actual expenses, including reasonable attorneys’ fees actually incurred, incurred by Seller in such specific performance action, and such expenses shall not be included as an expense of Seller in determining Purchaser’s liability Xxxxxxx Money to Seller in accordance with the event specific performance is not an available remedy provisions of this Contract upon the delivery by Seller to the Escrow Agent of a certification that Purchaser breached this Contact, failed to cure such breach as may be expressly permitted hereby, and that the conditions precedent set forth in this Section 7.2. Notwithstanding any provision in this Section 7.2 the Escrow Agreement with respect to the contrary, in no event shall Purchaser be liable release of the Xxxxxxx Money to reimburse the Seller for costs and expenses in excess of $50,000.00 in the aggregate. The foregoing provision of this Section 7.2 shall survive the termination of this Agreementhave been met.