SELLER'S LIQUIDATED DAMAGES. IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT (OTHER THAN AS A RESULT OF BUYER’S ELECTION TO TERMINATE PURSUANT TO SECTIONS 4.2, 8.5(a) OR 8.6(a) HEREOF, AND OTHER THAN IN THE CASE OF SELLER’S TERMINATION PURSUANT TO SECTION 8.5(b) HEREOF), BY REASON OF THE DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER. IN SUCH A CASE, SELLER AND BUYER AGREE THAT IT WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE THE AMOUNT OF DAMAGES OF SELLER AS A RESULT OF ANY SUCH BREACH BY BUYER, AND, ACCORDINGLY, AS SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY (OTHER THAN AN ACTION TO ENFORCE THE PROVISIONS OF THIS AGREEMENT), SELLER SHALL BE ENTITLED TO RECEIVE AND RETAIN THE DEPOSIT AND EXTENSION DEPOSIT (OR THAT PORTION THEREOF PREVIOUSLY PAID BY BUYER TO ESCROW AGENT), AS LIQUIDATED DAMAGES IN THE EVENT OF A DEFAULT BY BUYER, AND THE PAYMENT OF SUCH LIQUIDATED DAMAGES TO SELLER SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER ON ACCOUNT OF THE DEFAULT BY BUYER. SELLER’S INITIALS BUYER’S INITIALS
SELLER'S LIQUIDATED DAMAGES. As more fully described in the Deposit Escrow Agreement, in the event this Agreement is terminated because of Buyer's material breach of this Agreement, and all other conditions to Closing are at such time satisfied or waived (other than such conditions as can readily be satisfied by Closing), then the Letter of Credit shall be delivered to Sellers, and the proceeds from a draw on the Letter of Credit shall constitute liquidated damages. It is understood and agreed that such liquidated damages amount represents Buyer's and Sellers' reasonable estimate of actual damages and does not constitute a penalty. Recovery of liquidated damages shall be the sole and exclusive remedy of Sellers against Buyer for failing to consummate this Agreement as a result of Buyer's material breach hereof, and shall be applicable regardless of the actual amount of damages sustained and all other remedies are deemed waived by Sellers.
SELLER'S LIQUIDATED DAMAGES. As more fully described in the Deposit Escrow Agreement, in the event this Agreement is terminated because of Buyers' material breach of this Agreement, and all other conditions to Closing are at such time satisfied or waived (other than such conditions as can reasonably be satisfied by Closing), then the Escrow Deposit shall be delivered to Seller, and the proceeds thereof shall constitute liquidated damages. It is understood and agreed that such liquidated damages amount represents Buyers' and Seller's reasonable estimate of actual damages and does not constitute a penalty. Recovery of liquidated damages shall be the sole and exclusive remedy of Seller against Buyers for failing to consummate this Agreement as a result of Buyers' material breach hereof, and shall be applicable regardless of the actual amount of damages sustained and all other remedies are deemed waived by Seller. The receipt of such amount, however, shall not affect the right of Seller to enforce specific provisions of this Agreement relating to confidentiality in equity and to recover, to the extent allowed, costs and expenses incurred in such enforcement Notwithstanding the foregoing, Seller shall be entitled to recover its reasonable attorneys fees and costs of collection and enforcement of the Deposit Escrow Agreement from the Buyers in addition to the Escrow Deposit.
SELLER'S LIQUIDATED DAMAGES. As more fully described in the Deposit Escrow Agreement, in the event this Agreement is terminated because of Buyer's material breach of this Agreement, and all other conditions to Closing are at such time satisfied or waived (other than such conditions as can readily be satisfied by Closing), then (a) Sellers shall be entitled to liquidated damages from Buyer in the amount of $2,000,000.00, (b) the Letter of Credit shall be delivered to Sellers, and (c) the proceeds from a draw on the Letter of Credit shall be applied toward satisfaction of such liquidated damages. It is understood and agreed that such liquidated damages amount represents Buyer's and Sellers' reasonable estimate of actual damages and does not constitute a penalty. Recovery of liquidated
SELLER'S LIQUIDATED DAMAGES. 31 16.5 SURVIVAL....................................................... 31
SELLER'S LIQUIDATED DAMAGES. Subject to Section 16.3, in the event ---------------------------- this Agreement is terminated by Seller due to a material breach hereof by Buyer, and Seller is not at that time in material breach hereof, then Buyer shall pay to Seller the Escrow Deposit, plus interest accrued thereon, which amount shall constitute liquidated damages. It is understood and agreed that such liquidated damages amount represents Buyer's and Seller's reasonable estimate of actual damages and does not constitute a penalty. Except in the case of the remedy of specific performance and damages as set forth in Section 16.3, which, if chosen by Seller, shall preclude Seller from receiving liquidated damages, recovery of liquidated damages shall be the sole and exclusive remedy of the Seller against the Buyer as a result of the Buyer's material breach hereof, regardless of the actual amount of damages sustained, and all other remedies are deemed waived by the Seller.
SELLER'S LIQUIDATED DAMAGES. As more fully described in the --------------------------- Deposit Escrow Agreement, in the event this Agreement is terminated because of Buyers' material breach of this Agreement, and all other conditions to Closing are at such time satisfied or waived (other than such conditions as can reasonably be satisfied by Closing), then the Escrow Deposit shall be delivered to NMG, and the proceeds thereof shall constitute liquidated damages as to both NMG and Licensee. It is understood and agreed that such liquidated damages amount represents Buyers' and Seller's reasonable estimate of actual damages and does not constitute a penalty. Recovery by NMG of liquidated damages shall be the sole and exclusive remedy of both NMG and Licensee against Buyers for failing to consummate this Agreement as a result of Buyers' material breach hereof, and shall be applicable regardless of the actual amount of damages sustained and all other remedies are deemed waived by both NMG and Licensee.
SELLER'S LIQUIDATED DAMAGES. In the event Escrow fails to close by reason of Buyer's default, Seller and Buyer agree that, based on the circumstances now existing, known or unknown, it would be excessively costly and impracticable to establish Seller's damages by reason of such default by Buyer, and it would be reasonable to award Seller liquidated damages in the amount of the Deposit. By their respective initials set forth below, Seller and Buyer acknowledge and agree such sum is reasonable as liquidated damages and shall be in lieu of any other relief, right or remedy, at law or in equity, to which Seller might otherwise be entitled by reason of Buyer's default. s/ R W G s/ M J B ---------- ---------- Buyer's Initials Seller's Initials
SELLER'S LIQUIDATED DAMAGES. In the event of the termination of this Agreement by Seller as a result of a material breach by Purchaser of its obligations hereunder, Seller's sole remedy shall be to terminate this Agreement and to retain the Initial Xxxxxxx Money, and if deposited with Escrow Agent, the Additional Xxxxxxx Money as full and complete liquidated damages, the parties acknowledging and agreeing that the amount of damages which Seller may incur as a result of such termination may be difficult to ascertain and that the amount of such Xxxxxxx Money is a reasonable and fair estimate thereof, after which the parties shall have no further rights or obligations hereunder.
SELLER'S LIQUIDATED DAMAGES. In the event of the termination of this Agreement by Seller as a result of a material breach by Purchaser of its obligations hereunder, Seller' s sole remedy shall be to terminate this Agreement and to retain Purchaser's Initial Earnest Money Deposit and Additional Earxxxx Xxney Deposit (if applicable), txxxxxxx with all interest accrued thereon, as full and complete liquidated damages, the parties acknowledging and agreeing that the amount of damages which Seller may incur as a result of such termination may be difficult to ascertain and that the amount of the Initial Earnest Money Deposit and Additional Earxxxx Xxney Deposit (if applicable), txxxxxxx with all interest accrued thereon, is a reasonable and fair estimate thereof, after which the parties shall have no further rights or obligations hereunder.
