Common use of Buyer’s Breach Clause in Contracts

Buyer’s Breach. IF BUYER DEFAULTS IN THE PERFORMANCE OF ANY OF ITS OBLIGATION HEREUNDER THEN BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER WILL SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WILL SUFFER IF BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) AN AMOUNT EQUAL TO THE DEPOSIT. SAID AMOUNT SHALL 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. UPON DEFAULT BY BUYER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF THE SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER; IN THAT REGARD, SELLER SPECIFICALLY WAIVES ANY RIGHT TO BRING AN ACTION FOR SPECIFIC PERFORMANCE AGAINST BUYER. THE FOREGOING SHALL NOT LIMIT THE RIGHT OF THE SELLER TO SEEK RECOVERY UNDER ANY INDEMNITY EXPRESSLY PROVIDED BY BUYER HEREUNDER OR TO RECOVER ANY DOCUMENTS THAT BUYER IS REQUIRED TO RETURN TO SELLER HEREUNDER. SELLER’S INITIALS BUYER’S INITIALS

Buyer’s Breach. IF BUYER DEFAULTS IN If Closing does not occur because Buyer wrongfully fails to tender performance at Closing or otherwise knowingly and willfully breaches this Agreement and each Seller is ready to close, then Sellers shall have the right to terminate this Agreement in accordance with Section 11.1(d) and receive the Deposit as liquidated damages, free of any claims by Buyer or any other Person with respect thereto. The right to receive the Deposit shall be Sellers’ sole and exclusive remedy and in full and complete satisfaction of any losses that may be suffered by Sellers as a result of such termination and Sellers shall be deemed to have waived any and all other rights and remedies available to Sellers in respect of such termination (including liability for breach of this Agreement before such termination). IT IS EXPRESSLY STIPULATED BY THE PERFORMANCE PARTIES THAT THE ACTUAL AMOUNT OF ANY OF ITS OBLIGATION HEREUNDER THEN BUYER AND SELLER AGREE THAT IT DAMAGES RESULTING FROM SUCH TERMINATION WOULD BE IMPRACTICAL DIFFICULT IF NOT IMPOSSIBLE TO DETERMINE ACCURATELY BECAUSE OF THE UNIQUE NATURE OF THIS AGREEMENT, THE UNIQUE NATURE OF THE OIL AND EXTREMELY DIFFICULT GAS INTERESTS, THE UNCERTAINTIES OF APPLICABLE COMMODITY MARKETS AND DIFFERENCES OF OPINION WITH RESPECT TO ESTIMATE SUCH MATTERS, AND THAT THE LIQUIDATED DAMAGES WHICH SELLER WILL SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT PROVIDED FOR HEREIN ARE A REASONABLE ESTIMATE BY THE PARTIES OF SUCH DAMAGES UNDER THE TOTAL NET DETRIMENT THAT SELLER WILL SUFFER IF BUYER DEFAULTS CIRCUMSTANCES AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) AN AMOUNT EQUAL TO THE DEPOSITDO NOT CONSTITUTE A PENALTY. SAID AMOUNT SHALL BE THE FULLUpon termination of this Agreement under the circumstances described in this Section 11.3(a), 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. UPON DEFAULT BY BUYER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF THE SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER; IN THAT REGARD, SELLER SPECIFICALLY WAIVES ANY RIGHT TO BRING AN ACTION FOR SPECIFIC PERFORMANCE AGAINST BUYER. THE FOREGOING SHALL NOT LIMIT THE RIGHT OF THE SELLER TO SEEK RECOVERY UNDER ANY INDEMNITY EXPRESSLY PROVIDED BY BUYER HEREUNDER OR TO RECOVER ANY DOCUMENTS THAT BUYER IS REQUIRED TO RETURN TO SELLER HEREUNDER. SELLER’S INITIALS BUYER’S INITIALSthe Parties shall provide joint written instructions to the Escrow Agent to distribute the Deposit to Sellers and earnings thereon to Buyer.

Buyer’s Breach. IF BUYER DEFAULTS If Buyer materially breaches this Agreement prior to XXX and such breach is not cured within five (5) business days after notice of such breach is given by Seller to Buyer, Seller shall be entitled, as its sole and exclusive remedy, to retain the Xxxxxxx Money Deposit in accordance with subsection 5(b) as Seller’s agreed and total liquidated damages and not as a penalty. In addition, Buyer shall remain liable for its other obligations identified as surviving under this Agreement and shall deliver to Seller, at no charge, copies of all investigations and reports for the Properties obtained by Buyer. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE PERFORMANCE EVENT OF ANY OF ITS OBLIGATION HEREUNDER THEN BUYER AND SELLER AGREE THAT IT A FAILURE TO CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT, WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT OR IMPRACTICABLE TO ESTIMATE DETERMINE. AFTER NEGOTIATION, THE DAMAGES WHICH SELLER WILL SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE, THE AMOUNT OF THE XXXXXXX MONEY DEPOSIT IS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT DAMAGES THAT SELLER WILL SUFFER IF BUYER DEFAULTS AND FAILS TO COMPLETE WOULD INCUR IN SUCH EVENT. EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE PURCHASE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THE PROPERTY IS AND FOREGOING SHALL BE AS DEEMED TO BE SELLER’S SOLE UNCONDITIONAL AND EXCLUSIVE IRREVOCABLE ELECTION OF A REMEDY (WHETHER AT LAW OR IN EQUITY) AN AMOUNT EQUAL TO THE DEPOSIT. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF A DEFAULT BY BUYER UNDER THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS FOR FAILURE TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLERCONSUMMATE A TRANSACTION. UPON DEFAULT BY BUYER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF THE SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER; IN THAT REGARD, SELLER SPECIFICALLY HEREBY WAIVES ANY RIGHT TO BRING AN ACTION FOR SPECIFIC PERFORMANCE SEEK ANY EQUITABLE OR LEGAL REMEDIES AGAINST BUYER. THE FOREGOING SHALL NOT LIMIT THE RIGHT OF THE SELLER TO SEEK RECOVERY UNDER ANY INDEMNITY EXPRESSLY PROVIDED BY BUYER HEREUNDER OR TO RECOVER ANY DOCUMENTS THAT BUYER IS REQUIRED TO RETURN TO SELLER HEREUNDER. SELLER’S INITIALS BUYER’S INITIALSIf Buyer materially breaches this Agreement after XXX and such breach is not cured within five (5) business days after notice of such breach is given by Seller to Buyer, Seller shall have such remedies available at law or in equity, subject to the limitations set forth in Sections 16, 17 and 23.

Buyer’s Breach. IF BUYER DEFAULTS IN If Closing does not occur because (i) Buyer fails to tender performance at Closing when (A) all of the conditions in Sections 7.2(a)-(h) and (j) that, by their terms, can be satisfied prior to Closing have been satisfied (or waived by Buyer) (unless the failure to satisfy such condition arises from the action or inaction by Buyer) and (B) Sellers are ready, willing and able to consummate the transactions hereunder, or (ii) Buyer terminates this Agreement pursuant to Section 11.1(f), then Sellers may, as their sole and exclusive remedy, terminate this Agreement pursuant to Section 11.1 (to the extent not already terminated) and retain the Deposit as liquidated damages, free of any claims by Buyer or any other Person with respect thereto. The right to retain the Deposit as described in the preceding sentence shall be Sellers’ sole and exclusive remedy and in full and complete satisfaction of any losses that may be suffered by Sellers as a result of such termination and Sellers shall be deemed to have waived any and all other rights and remedies available to Sellers in respect of such termination (including liability for breach of this Agreement before such termination). IT IS EXPRESSLY STIPULATED BY THE PERFORMANCE PARTIES THAT THE ACTUAL AMOUNT OF ANY OF ITS OBLIGATION HEREUNDER THEN BUYER AND SELLER AGREE THAT IT DAMAGES RESULTING FROM SUCH TERMINATION WOULD BE IMPRACTICAL DIFFICULT IF NOT IMPOSSIBLE TO DETERMINE ACCURATELY BECAUSE OF THE UNIQUE NATURE OF THIS AGREEMENT, THE UNIQUE NATURE OF THE OIL AND EXTREMELY DIFFICULT GAS INTERESTS, THE UNCERTAINTIES OF APPLICABLE COMMODITY MARKETS AND DIFFERENCES OF OPINION WITH RESPECT TO ESTIMATE SUCH MATTERS, AND THAT THE LIQUIDATED DAMAGES WHICH SELLER WILL SUFFER. THEREFORE BUYER AND SELLER DO HEREBY AGREE THAT PROVIDED FOR HEREIN ARE A REASONABLE ESTIMATE BY THE PARTIES OF SUCH DAMAGES UNDER THE TOTAL NET DETRIMENT THAT SELLER WILL SUFFER IF BUYER DEFAULTS CIRCUMSTANCES AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS AND SHALL BE AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) AN AMOUNT EQUAL TO THE DEPOSIT. SAID AMOUNT SHALL 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. UPON DEFAULT BY BUYER, THIS AGREEMENT SHALL BE TERMINATED AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF THE SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER; IN THAT REGARD, SELLER SPECIFICALLY WAIVES ANY RIGHT TO BRING AN ACTION FOR SPECIFIC PERFORMANCE AGAINST BUYER. THE FOREGOING SHALL DO NOT LIMIT THE RIGHT OF THE SELLER TO SEEK RECOVERY UNDER ANY INDEMNITY EXPRESSLY PROVIDED BY BUYER HEREUNDER OR TO RECOVER ANY DOCUMENTS THAT BUYER IS REQUIRED TO RETURN TO SELLER HEREUNDER. SELLER’S INITIALS BUYER’S INITIALSCONSTITUTE A PENALTY.