Buyer Defaults. The occurrence of any one or more of the following events shall constitute an event of default by Buyer hereunder (a “Buyer Event of Default”):
Buyer Defaults. In the event that Buyer, on or prior to the Closing Date, shall default in the performance of its obligations under this Agreement, it will be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, the parties have agreed that a reasonable estimate of the total net detriment that Seller would suffer in such event is the amount of the Exxxxxx Money and Seller, as its sole and exclusive remedy, may terminate this Agreement by notifying Buyer thereof and receive and retain the Exxxxxx Money as liquidated damages, provided that this provision shall not limit Seller’s or Buyer’s rights to pursue and recover on a claim with respect to any of the Termination Surviving Obligations. Such liquidated damages are not intended as a forfeiture or penalty within the meaning of applicable law. Buyer shall not be liable to Seller for any other damages, including, without limitation, direct, punitive, speculative or consequential damages. In the event Seller is entitled to the Exxxxxx Money as liquidated damages, and to the extent Seller has not already received the Exxxxxx Money, the Exxxxxx Money shall, subject to the terms of the Escrow Agreement, be immediately paid to Seller by the Escrow Company upon receipt of written notice from Seller that Buyer has defaulted under this Agreement, and Buyer agrees to take all such actions and execute and deliver all such documents necessary or appropriate to effect such payment.
Buyer Defaults. 26 14.3. Remedies..................................................................................................................27 15. INDEMNIFICATION.........................................................................................................27 15.1. General .....................................................................................................................27 15.2.
Buyer Defaults. If Buyer defaults under this Agreement, and, if the default is not the failure to pay the Purchase Price at the Closing, and Buyer fails to cure such default within fifteen (15) calendar days (or such reasonably longer period of time if such default is incapable of cure within such fifteen-day period) after receipt of Seller's written notice to Buyer of the default, Seller will have the right to terminate this Agreement after written notice of cancellation as provided under Minnesota Statutes Section 559.21. Upon such termination, Seller will retain the Xxxxxxx Money as liquidated damages, time being of the essence of this Agreement. Seller and Buyer agree that Seller's economic detriment resulting from the removal of the Property from the market and the carrying and other costs incurred thereafter and associated therewith, including any costs to be incurred by Seller in order to satisfy the conditions of escrow set forth herein, are impracticable or extremely difficult to ascertain. Seller and Buyer agree that the Xxxxxxx Money is a reasonable estimate of such damages in the event of Buyer's failure to perform according to the provisions of this Agreement. Such payment is intended to be liquidated damages and not intended to be a forfeiture or penalty. The termination of this Agreement and retention of the Xxxxxxx Money will be the sole remedy available to Seller for default by Buyer, and Buyer will not be liable for damages or specific performance. Seller and Buyer acknowledge and agree that any liability of Buyer to Seller under the indemnities provided for in Sections 3.1.3 and 8 hereof will not be limited by this liquidated damages provision.
Buyer Defaults. The occurrence of any one or more of the following events shall constitute an event of default by Buyer hereunder (a “Buyer Event of Default”): (a) Buyer fails to pay to Supplier any payment required under this Agreement (which is not subject to a good faith dispute) when due, and such failure continues for ten (10) Business Days after receipt of written notice of such failure;
Buyer Defaults. In the event that Buyer shall default under this Agreement prior to Closing, Buyer and Seller agree that the actual damages that Seller shall sustain as a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Buyer and Seller therefore agree that if Buyer fails to perform any or all of the obligations, terms, covenants, conditions and agreements to be performed by Buyer hereunder, whether at or prior to the Closing, Seller’s remedy shall be to receive as full, complete and valid liquidated damages (and not a penalty) the Deposit held at such time by Escrow Holder together with any interest earned thereon from Escrow Holder, and thereafter neither Buyer nor Seller shall have any further liability or obligation to the other parties hereunder, except for such liabilities and obligations as are expressly stated to survive the termination of this Agreement. If Buyer shall fail to perform any or all of the obligations, terms, covenants, conditions and/or agreements to be performed by Buyer hereunder after the Closing, Seller shall have the right to pursue any rights and remedies available to Seller at law or in equity.
Buyer Defaults. If (i) Buyer is in default of any of its obligations hereunder, or (ii) any of Buyer’s material representations or warranties are untrue in any material respect, or (iii) the Closing otherwise fails to occur (x) by reason of Buyer’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, or (y) as provided in Section 8.3 above with respect to failed conditions, and such circumstance in (i), (ii) or (iii) continues for five (5) Business Days after written notice from Seller to Buyer, which written notice shall detail such default, untruth or failure, as applicable, then Seller may elect to (a) terminate this Agreement by written notice to Buyer; or (b) waive the condition and proceed to close the Transaction. If this Agreement is so terminated, then Seller shall be entitled to the Deposit as liquidated damages, and thereafter neither party to this Agreement shall have any further rights or obligations hereunder other than any arising under any section herein which expressly provides that it survives the termination of this Agreement. It is hereby agreed that, without resale, Seller’s damages will be difficult to ascertain and that the Deposit constitutes a reasonable liquidation thereof in connection with any termination of this Agreement as aforesaid, and are intended not as a penalty, but as full liquidated damages.
Buyer Defaults. In the event that Buyer shall default in any material respect under (a) this Agreement with respect to its obligations to be performed on or before the Closing Date with respect to one or more of the Properties, or (b) the 4807 Agreement, or that certain purchase agreement for the sale of certain assets of the Xxxx Xxxxxxx Company from affiliates of Sellers to Buyer or its affiliate (the “Company Agreement,” and, together with the 4807 Agreement, the “Related Purchase Agreements”), Buyer and Sellers agree that the actual damages that any Seller shall sustain as a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Buyer and Sellers therefore agree that if Buyer fails to perform any or all of the terms, covenants, conditions and agreements to be performed by Buyer hereunder or under the Related Purchase Agreements, whether at or prior to the Closing, then, subject to the provisions set forth in Section 14.3, Sellers’ sole and exclusive remedy shall be (i) that (x) the Seller of the Property as to which Buyer has breached its obligation may elect to terminate this Agreement with respect to such Individual Property or (y) the Sellers of the Properties within the Portfolio in which such Individual Property is located shall be entitled to terminate this Agreement with respect to all Properties within the Portfolio, and to receive from Escrow Holder, as full, complete and valid liquidated damages (and not as a penalty) the portion of the Deposit relating to such Individual Property or Portfolio as shown on Schedule 2.1(a), or (ii) all of the Sellers may terminate this Agreement with respect to all of the Properties and receive from Escrow Holder, as full, complete and valid liquidated damages (and not a penalty) the entire Deposit (including the Additional Deposit, if required to be deposited at such time, whether or not the same actually has been posted by Buyer), together with any interest earned thereon from the Escrow Holder, and thereafter neither Buyer nor any Seller shall have any further liability or obligation to the other parties hereunder, except for such indemnities, liabilities and obligations as are expressly stated to survive the termination of this Agreement. In the event Buyer defaults in its obligations under this Agreement after the Additional Deposit is required to be posted (but prior to actually posting the Additional Deposit), Buyer shall be obligated to post such Additional Deposit immediatel...
Buyer Defaults. The following events shall be defaults with respect to Buyer (each, a “Buyer Default”):
Buyer Defaults. Any of the following events shall constitute an “Event of Default” or “Default” by Buyer and any such event shall continue to be an Event of Default or Default if and for so long as it shall not have been remedied, subject to the notice and cure rights set forth in this Agreement:
