Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER, WITHOUT ANY FURTHER INSTRUCTION FROM EITHER SELLER OR BUYER, SHALL PAY TO SELLER THE DEPOSIT AND SELLER SHALL RETAIN THE DEPOSIT AND ALL INTEREST EARNED THEREON AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT SELLER'S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR SIGNATURES BELOW, THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF SELLER'S DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE THAT SELLER'S RETENTION OF THE DEPOSIT AND ALL INTEREST EARNED THEREON HAS BEEN AGREED UPON AS SELLER'S EXCLUSIVE REMEDY AGAINST BUYER IN THE EVENT OF A DEFAULT ON THE PART OF BUYER, OTHER THAN THE ADDITIONAL AND SEPARATE OBLIGATIONS OF BUYER UNDER SECTIONS 5.3, 5.5, 15.2(b), AND 15.10 HEREOF, WHICH OBLIGATIONS SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
Deposit as Liquidated Damages. (a) FROM AND AFTER THE EXPIRATION OF THE APPROVAL DATE, EXCEPT WHERE THIS AGREEMENT PROVIDES THAT THE DEPOSIT IS TO BE RETURNED TO PURCHASER, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED FOR ANY REASON EXCEPT (I) A DEFAULT UNDER THIS AGREEMENT ON THE PART OF SELLER OR (II) A TERMINATION OF THIS AGREEMENT PURSUANT TO ARTICLE VII OR (III) THE FAILURE OF A CONDITION PRECEDENT IN SECTION 4.6, THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AT LAW OR IN EQUITY AS A RESULT OF SUCH DEFAULT OR FAILURE TO CLOSE.
Deposit as Liquidated Damages. The Deposit will be held by Escrow Agent and applied against cash due at Closing when the transaction is consummated or otherwise applied in accordance with the terms of this Agreement. In the event of failure of any condition precedent, absent any default under this Agreement by Purchaser of which Seller has provided prior written notice, the Deposit will be promptly returned to Purchaser. In the event of a default by Purchaser under this Agreement, where the default remains uncured for a period of 10 days after written notice is received by Purchaser, Seller will be entitled to the Deposit as liquidated damages as its sole and exclusive remedy. In the event of a default by Seller under this Agreement, Purchaser may either, as its sole and exclusive remedy, (a) terminate this Agreement and will be entitled to a return of the Deposit and to be reimbursed by Seller will for its actual out-of-pocket costs and expenses incurred in connection with this transaction (provided in no event will Seller’s obligation to reimburse Purchaser for all due diligence costs incurred by Purchaser or exceed the sum of $50,000) or (b) have the right to maintain an action for specific performance and/or damages. All rights, powers, options, or remedies afforded to Purchaser either under this Agreement or by law will be cumulative and not alternative, and the exercise of one right, power, option, or remedy will not bar other rights, powers, options, or remedies allowed in this Agreement or by law. recovery of its cots incurred to obtain the order of specific performance. The obligations of Purchaser to consummate the transactions contemplated in this Agreement are expressly subject to the condition that Seller will have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Agreement to be performed, observed, and complied with by Seller before or as of the Closing Date.
Deposit as Liquidated Damages. The Deposit shall be held by Escrow Agent and applied against cash due at Closing when the transaction is consummated. In the event of failure of any condition precedent, the Deposit shall be returned to Purchaser upon demand. In the event Purchaser fails to close on its purchase of the Subject Premises at Closing, which default remains uncured for a period of ten ( I0) days after written notice thereof is received by Purchaser, Seller shall be entitled to the Deposit as liquidated damages as its sole and exclusive remedy. In the event of a default by Seller hereunder, Purchaser shall be entitled to:
Deposit as Liquidated Damages. The Deposit (including any interest accrued thereon) shall be retained by Seller as liquidated damages pursuant to Section 16 hereof, if the Close of Escrow does not occur by the Final Closing Date as a result of Buyer's default. If the Close of Escrow does not occur for any reason other than Buyer's default, the Deposit shall be returned to the Buyer.
Deposit as Liquidated Damages. The Deposit shall be held by Escrow Agent and applied against cash due at Closing when the transaction is consummated. In the event of failure of any condition precedent, the Deposit shall be returned to Purchaser upon demand. In the event Purchaser fails to close on its purchase of the Subject Premises at Closing, which default remains uncured for a period of ten (10) days after written notice thereof is received by Purchaser, Seller shall be entitled to the Deposit as liquidated damages as its sole and exclusive remedy. In the event of a default by Seller hereunder, Purchaser shall be entitled to: (i) exercise its right to terminate this Agreement in which event it shall receive a return of the Deposit and Seller shall reimburse Purchaser for Purchaser's actual out-of-pocket costs and expenses incurred in connection with this transaction not to exceed the sum of Twenty Thousand and 00/100 ($20,000.00) Dollars per Property; or (ii) to maintain an action against Seller for specific performance, provided such action is commenced within six (6) months of the scheduled Closing Date. In the event that any action is brought to enforce the terms and conditions of this Agreement, the non-prevailing party in such action shall be responsible for payment of all reasonably attorneys' fees, court costs and legal expenses incurred by the prevailing party. Nothing in this Section 14 shall be deemed a limitation on Purchaser's and Seller's rights to enforce any indemnification provisions set forth in this Agreement or in the closing documents to be executed and/or delivered at Closing.
Deposit as Liquidated Damages. The Deposit shall be held by Escrow Agent and applied at Closing when the transaction is consummated or otherwise applied in accordance with the terms hereof. In the event of a default by Purchaser hereunder, Seller shall be entitled to the Deposit as liquidated damages as its sole and exclusive remedy; provided, however, that in addition thereto, Purchaser shall be solely responsible for all of its indemnification obligations under this Agreement, and shall also be responsible to reimburse Seller for any all legal fees, costs or expenses incurred by Seller in connection with the enforcement of this Agreement. In the event of a default by a Seller hereunder, Purchaser may terminate this Agreement and shall be entitled to a return of the Deposit, or may seek specific performance of this Agreement, provided such specific performance action is brought within ninety (90) days after the date such Seller defaults under this Agreement, as its sole and exclusive remedies.
Deposit as Liquidated Damages. IF THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED SOLELY BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, ESCROW HOLDER SHALL PROMPTLY PAY OVER TO SELLER THE EARNXXX XXXEY DEPOSIT, IF ANY,
Deposit as Liquidated Damages. In the event that Sellers or Buyer terminate this Agreement other than a termination of this Agreement by Buyer pursuant to Section 9.1(e) hereof, then the entire amount of the Initial Deposit and, if applicable, the Extension Payment shall be retained by Sellers as non-refundable liquidated damages in full settlement of any Damages of any kind that Sellers may suffer or allege to suffer as the result thereof. It is understood and agreed that the amount of liquidated damages represents Sellers’ and Buyer’s reasonable estimate of actual Damages resulting from such termination and does not constitute a penalty. Except as otherwise provided in Section 5.13 hereof, such liquidated damages shall be the sole and exclusive remedy of Sellers against Buyer for Buyer’s breach in the event of any such termination, provided, however, that Sellers shall be entitled to recover attorneys fees pursuant to Section 5.10 as provided therein or Section 11.12 hereof. The parties have placed their initials below to further evidence their agreement with the foregoing liquidated damages provision. WDLP: WDLP-Sub: Xxxxx: Xxxxx-Sub: Buyer: ______
Deposit as Liquidated Damages. FROM AND AFTER THE DATE HEREOF, IN THE EVENT THE SALE OF THE PROPERTY AS CONTEMPLATED HEREUNDER Buyer: Sellers: CarrAmerica Realty Corporation OIC 315, OIC 510, OIC 606, OIC 607, OIC 609, OIC 751 and OIC 901
