Buyer's Default; Liquidated Damages. In the event Seller terminates this Agreement under Section 10(a)(iii) of this Agreement, unless it is terminated solely because of a breach by Buyer of a representation or warranty of which Buyer was not actually aware was inaccurate when made, the Deposit shall be retained by Seller as full, complete, liquidated damages ("Liquidated Damages"), as provided below. If Seller terminates this Agreement under Section 10(a)(iii) of this Agreement solely because of a breach by Buyer of a representation or warranty of which Buyer was not actually aware was inaccurate when made, Seller shall only retain that portion of the Deposit necessary to reimburse its reasonable out-of-pocket expenses in connection with the transactions contemplated hereby and the remaining amount of the Deposit, if any, shall be returned to Buyer. Notwithstanding any other provisions of this Agreement to the contrary, Buyer and Seller agree that, in the event that Buyer breaches a representation or warranty (except for inaccuracies of which Buyer was not aware, as set forth above) or covenant contained herein or otherwise fails to perform its obligations under this Agreement prior to the closing hereunder, it would be impracticable or extremely difficult to fix or determine Seller's actual damages. Therefore, Buyer and Seller each agree that the amount of the liquidated damages has been agreed upon as liquidated damages after negotiation as the parties' reasonable estimate of Seller's damages and as Seller's exclusive remedy against Buyer in the event of the occurrence of any event described in the first sentence of this Section (ii). Buyer and Seller each acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty. If Buyer defaults in any material respect in its obligations hereunder or breaches a material representation or material warranty or covenant herein or otherwise fails to perform any of its obligations under this Agreement after the Closing, Seller shall be entitled to assert all claims and to exercise all remedies available to it at law or in equity; PROVIDED, HOWEVER, that Seller shall have no right to consequential damages.
Buyer's Default; Liquidated Damages. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS AGREEMENT, IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED BY REASON OF ANY MATERIAL DEFAULT BY BUYER UNDER THIS AGREEMENT, THEN SELLER SHALL BE ENTITLED TO COLLECT LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT. UPON ANY SUCH DEFAULT BY BUYER, ESCROW HOLDER SHALL RELEASE THE INITIAL DEPOSIT (AND IF BUYER HAS PREVIOUSLY DELIVERED THE ADDITIONAL DEPOSIT TO ESCROW HOLDER, THE ADDITIONAL DEPOSIT) TO SELLER IN FULL SATISFACTION THEREOF. BUYER AND SELLER AGREE THAT SELLER’S DAMAGES WHICH WOULD RESULT FROM BUYER’S FAILURE TO ACQUIRE THE PROPERTY AS A RESULT OF BUYER’S MATERIAL DEFAULT ARE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ASCERTAIN, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES IN THE AMOUNT OF THE INITIAL DEPOSIT AND THE ADDITIONAL DEPOSIT, IF AND WHEN DELIVERED TO ESCROW HOLDER, REPRESENTS A REASONABLE ESTIMATE OF SUCH DAMAGES. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES FOR A MATERIAL DEFAULT BY BUYER OF ITS OBLIGATION TO PURCHASE THE PROPERTY UNDER THIS AGREEMENT 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. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS SECTION. THIS PROVISION SHALL NOT LIMIT OR RESTRICT SELLER’S RIGHT TO RECOVER ITS ATTORNEYS’ FEES AND COSTS IN ANY ACTION, PROCEEDING OR ARBITRATION ARISING FROM THIS AGREEMENT, OR SELLER’S RIGHTS AND BUYER’S OBLIGATIONS UNDER ANY INDEMNITY PROVISIONS CONTAINED IN THIS AGREEMENT AND SELLER SHALL BE ENTITLED TO RECOVERY OF ALL AMOUNTS PAYABLE WITH RESPECT TO THOSE PROVISIONS IN ADDITION TO THE LIQUIDATED DAMAGES PAYABLE UNDER THIS SECTION. SELLER’S INITIALS BUYER’S INITIALS
Buyer's Default; Liquidated Damages. IF BUYER DEFAULTS UNDER ANY TERMS OR PROVISIONS UNDER THIS PURCHASE AGREEMENT, SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER, AND SELLER MAY FURTHER PURSUE ANY REMEDY IN LAW OR EQUITY THAT SELLER MAY HAVE AGAINST BUYER ON ACCOUNT OF SUCH DEFAULT; PROVIDED HOWEVER, THAT BY INITIALING BELOW, BUYER AND SELLER AGREE THAT:
Buyer's Default; Liquidated Damages. In the event that this transaction fails to close solely due to Buyer's failure to comply with its obligations hereunder (after giving effect to the cure period in Section 7.04), the Deposit shall be immediately paid to Seller by the Escrow Agent and Buyer shall have no further rights with respect thereto. Buyer recognizes that the Property will be removed from the market during the existence of this Contract and, if Buyer fails to perform its obligations hereunder, Seller shall be entitled to compensation for the detriment caused thereby. However, both parties agree that it is extremely difficult and impractical to ascertain the extent of the detriment and, to avoid such difficulties, the parties agree that Seller shall be entitled to retain the Deposit as liquidated damages (and not as a penalty) in accordance with this Section 14.01. Both parties agree that such amount stated as liquidated damages shall be in lieu of any other relief to which Seller might otherwise be entitled by virtue of this Contract or by operation of law.
Buyer's Default; Liquidated Damages. In the event ------------------------------------ that the transaction fails to close solely due to Buyer's failure to comply with its obligations hereunder (after giving effect to the cure period in Section 7.04), the Deposit (including any interest earned thereon) shall be immediately paid to Seller by the Escrow Agent and Buyer shall have no further rights with respect thereto. Buyer recognizes that the Property will be removed from the market during the existence of this Contract and, if Buyer fails to perform its obligations hereunder, Seller shall be entitled to compensation for the detriment caused thereby. However, Buyer and Seller agree that it is extremely difficult and impractical to ascertain the extent of the detriment and, to avoid such difficulties, Buyer and Seller agree that Seller shall be entitled to retain the Deposit (including any interest earned thereon) as liquidated damages (and not as a penalty) in accordance with this Section 14.01. All parties agree that such amount stated as liquidated damages shall be in lieu of any other relief to which Seller might otherwise be entitled by virtue of this Contract or by operation of law.
Buyer's Default; Liquidated Damages. IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY ON OR BEFORE THE CLOSING DATE SET FORTH HEREIN, THEN (a) SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER, AND (b) SELLER SHALL HAVE THE RIGHT TO PURSUE ANY REMEDY IN LAW OR EQUITY THAT IT MAY HAVE AGAINST BUYER ON ACCOUNT OF SUCH DEFAULT, PROVIDED, HOWEVER, THAT BY PLACING THEIR INITIALS BELOW BUYER AND SELLER AGREE THAT:
Buyer's Default; Liquidated Damages. Buyer shall use its best efforts and good faith to accomplish the purposes of this Agreement. If Buyer shall fail to perform its obligations at Closing, or if Buyer shall default under any of its obligations in this Agreement prior to Closing, the Xxxxxxx Money and all interest earned thereon shall be disbursed to Seller, which shall constitute full and complete liquidated damages, and Seller shall have no further remedy at law or equity for any breach by Buyer under this Agreement, including any claim for lost sales, lost profits or any other type of consequential damages; provided, Buyer shall continue to be obligated with respect to all indemnification or reimbursement obligations set forth in this Agreement which, by the terms of this Agreement, expressly survive the Closing. Seller’s actual damages in the event of such default by Buyer would be difficult or impossible to ascertain, and further, Buyer desires to limit its liability to Seller in the event the sale and purchase of the Property shall fail to close because of any default of Buyer hereunder.
Buyer's Default; Liquidated Damages. If Buyer breaches its obligation to purchase the Property in accordance with the terms of this Agreement and Close of Escrow fails to occur by reason of such breach, then Seller’s sole and exclusive right and remedy for such breach shall be to terminate this Agreement and cancel the Escrow by written notice to Buyer and Escrow Agent in which event Escrow Agent shall pay the Xxxxxxx Money and all accrued interest thereon to Seller. Seller waives all other remedies for such breach. THE XXXXXXX MONEY SHALL CONSTITUTE LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES THAT SELLER WOULD INCUR AS A RESULT OF THE BREACH BY BUYER OF ITS OBLIGATION TO PURCHASE THE PROPERTY. THE PARTIES AGREE THAT THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES, AND SHALL CONSTITUTE LIQUIDATED DAMAGES IN ACCORDANCE WITH ARIZONA LAW. SELLER WAIVES ALL OTHER REMEDIES FOR BUYER’S BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
Buyer's Default; Liquidated Damages. If Buyer fails to deliver the Buyer Closing Documents at the time of the Closing or to pay the Purchase Price at the Closing, Escrow Agent shall pay the Xxxxxxx Money Deposit to Seller, and the Xxxxxxx Money Deposit shall be retained by Seller as full liquidated damages, and as full compensation for its injuries and not as a penalty, and that shall be Seller’s sole and exclusive remedy at law or equity for Buyer’s breach of its obligation to purchase the Premises. In no event shall Seller be entitled to specific performance of this Agreement based on any breach or default by Buyer of its obligation to purchase the Premises pursuant to the terms of this Agreement. The parties acknowledge that, if Buyer fails to fulfill Buyer’s agreements hereunder, it would be impossible to compute exactly Seller’s damages. Buyer and Seller have taken these facts into account in setting the amount of the Xxxxxxx Money Deposit and agree that the Xxxxxxx Money Deposit is a reasonable pre-estimate of probable loss and such sum represents full liquidated damages and not any penalty against Buyer. If Buyer purchases the Premises pursuant to this Agreement, this liquidated damages provision shall not be applicable to any default or breach by Buyer of any indemnification, defense or hold harmless obligation or restoration obligation of Buyer under this Agreement, or any other obligation of Buyer that expressly survives the termination of this Agreement. This liquidated damages provision also shall not serve as a limitation on (i) the Buyer's indemnity obligation set forth in the last paragraph of Section 13 nor (ii) the amount of reasonable attorneys' fees that Seller may pursue or collect from Buyer in the event Seller incurs attorneys' fees in a successful attempt to collect or retain the liquidated damages referred to herein . By initialing this Section 9 below, Seller and Buyer agree to the terms of this Section 9. Buyer's Initials: /s/ ME Seller's Initials: /s/ AM
Buyer's Default; Liquidated Damages. The Buyer and the Seller each acknowledge that it would be difficult to ascertain the actual damages which would be suffered by the Seller if the Buyer defaults in consummating the purchase and sale contemplated by this Contract. Accordingly, if all conditions precedent to the Buyer's obligation to consummate the transactions contemplated by this Contract have been satisfied or waived, but the Buyer fails, refuses, or is unable to consummate the purchase and sale contemplated by this Contract, then Seller shall give Buyer written notice of the Buyer's default, and if such default is not cured within ten (10) business days of Buyer's receipt of said notice, the Seller shall retain the Deposit and all interest thereon, as its sole remedy hereunder. Neither party to this Contract shall have any further liability to the other and this Contract shall be and become null and void and of no further force and effect, either at law or in equity.
