Application of the Deposit. (i) Upon the termination of this Agreement (i) by the Buyer or the Sellers pursuant to Section 7.1(b) or (ii) by the Buyer or the Sellers pursuant to Section 7.1(c), the Deposit, together with interest earned thereon, shall be paid to the Sellers. The payment to Sellers of the Deposit pursuant to this Section 7.2(b) shall constitute liquidated damages, in full settlement of any damages of any kind or nature that the Sellers or the Company may suffer or allege to suffer as a result thereof, it being understood and agreed that the amount of liquidated damages represents the parties’ reasonable estimate of actual damages and does not constitute a penalty, and the Sellers and the Company shall be precluded from exercising any other right or remedy available under this Agreement, applicable Law or otherwise. Notwithstanding the foregoing, nothing in this Section 7.2(b)(i) shall affect any Buyer Party’s indemnity and reimbursement obligations pursuant to Section 5.4 or Section 5.12, and Sellers’ and the Company’s rights to be indemnified or reimbursed in accordance therewith. (ii) Upon the termination of this Agreement other than as described in clause (i) above, the Deposit, together with any interest earned thereon, shall be paid to the Buyer. (iii) Except as expressly set forth in Section 7.2(b)(i), the rights of termination under Section 7.1 are in addition to any other rights Sellers may have under this Agreement or at law or in equity (including, without limitation, specific performance), and the exercise of a right of termination will not be an election of remedies.
Appears in 2 contracts
Sources: Interest Purchase Agreement, Interest Purchase Agreement (Eldorado Resorts, Inc.)