Common use of Disposition of Deposit Defaults Clause in Contracts

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by the Title Company in accordance with the terms of this Agreement. (b) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, Seller shall have the right to be paid the Deposit as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (c) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete Closing or otherwise defaults under or breaches this Agreement, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity, including without limitation the right to specific performance and injunctive relief. (d) If Closing is completed hereunder, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (e) Notwithstanding anything contained in this Section 3, if either party terminates this Agreement as a result of the other's default or pursuant to the exercise of any right of termination conferred by this Agreement, the Title Company shall not disburse the Deposit until the earlier to occur of: (i) receipt by the Title Company of written instructions from Seller and Buyer or (ii) entry of a final adjudication determining which party is entitled to receive the Deposit, as applicable, at which time the Deposit shall be distributed in accordance with such written instructions or adjudication. In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with a court of proper jurisdiction in the City of Philadelphia, Pennsylvania and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its gross negligence or intentional wrongdoing. Seller and Buyer agree that any state or federal court in the City of Philadelphia, Pennsylvania shall be the court of proper jurisdiction with respect to any dispute concerning the disposition of the Deposit.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by the Title Company in accordance with the terms of this Agreement. Seller and Buyer each agrees, upon request, to execute the Title Company's customary form of escrow agreement with respect to the Deposit. (b) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, Seller shall have the right to be paid the Deposit as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (c) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete Closing or otherwise defaults under or breaches this Agreement, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity, including without limitation the right to specific performance and injunctive relief. (d) If Closing is completed hereunder, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (e) Notwithstanding anything contained in this Section 3, if either party terminates this Agreement as a result of the other's default or pursuant to the exercise of any right of termination conferred by this Agreement, the Title Company shall not disburse the Deposit until the earlier to occur of: : (i) receipt by the Title Company of written instructions from Seller and Buyer or (ii) entry of a final adjudication determining which party is entitled to receive the Deposit, as applicable, at which time the Deposit shall be distributed in accordance with such written instructions or adjudication. In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with a court of proper jurisdiction in the City of Philadelphia, Pennsylvania and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its gross negligence or intentional wrongdoing. Seller and Buyer agree that any state or federal court in the City of Philadelphia, Pennsylvania shall be the court of proper jurisdiction with respect to any dispute concerning the disposition of the Deposit.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by the Title Company in accordance with the terms of this Agreement. If Closing is completed, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (bi) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, Seller the Deposit shall have the right to be paid the Deposit to Seller as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (cii) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete Closing or otherwise defaults under or breaches this Agreement, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity, including without limitation . Notwithstanding the right to specific performance and injunctive relief. (d) If Closing is completed hereunder, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (e) Notwithstanding anything contained in this Section 3foregoing, if either party terminates this Agreement as a result of the other's default or pursuant to the exercise of any right of termination conferred by Seller defaults on its obligations under this Agreement, the Title Company shall not disburse the Deposit until the earlier Buyer?s remedies are limited, at Buyer?s option, to occur of: (i) receipt by the Title Company of written instructions from bringing an action against Seller for specific performance, including reasonable attorney?s fees and Buyer other costs incurred in connection with bring such action, or (ii) entry bringing an action for reasonable payments to third parties as expenses incurred by Buyer under this Agreement, such as legal fees, engineering fees, and permit and application fees, or (iii) if the default by Seller is as the result of a final adjudication determining which party is entitled fraud or willful misconduct by Seller, bringing an action against Seller for any remedy available to receive the Deposit, as applicable, Buyer at which time the Deposit shall be distributed law or in accordance with such written instructions or adjudication. equity. (c) In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with a court of proper jurisdiction in the City of Philadelphia, Pennsylvania and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its gross negligence or intentional wrongdoing. Seller and Buyer agree that any state or federal court in the City of Philadelphia, Pennsylvania shall be the court of proper jurisdiction with respect to any dispute concerning the disposition of the Deposit.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by the Title Company in accordance with the terms of this Agreement. Seller and Buyer each agrees, upon request, to execute the Title Company's customary form of escrow agreement with respect to the Deposit. (b) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, Seller shall have the right to be paid the Deposit as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (c) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete Closing or otherwise defaults under or breaches this Agreement, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity, including without limitation the right to specific performance and injunctive relief. (d) If Closing is completed hereunder, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (ed) Notwithstanding anything contained If Seller, without the right to do so and in this Section 3, if either party terminates the default of its obligations under this Agreement as a result of the other's default fails to complete Closing, or pursuant to the exercise of any right of termination conferred by otherwise defaults under or breaches this Agreement, Buyer shall have the Title Company shall not disburse right, at Buyer's sole election, either (A) to be returned the Deposit until the earlier plus Buyer's reimbursable costs as hereinafter defined, up to occur of: (i) receipt by the Title Company a maximum amount of written instructions from Seller and Buyer $25,000.00 as liquidated damages for Seller's breach, or (iiB) entry to specific performance and injunctive relief without monetary damages against Seller. Reimbursable expenses are defined to include the cost of a final adjudication determining which party is entitled to receive the Deposit, as applicable, at which time the Deposit shall be distributed in accordance with such written instructions or adjudication. In the event of a dispute between the parties with respect to the Depositall charges incurred by Buyer for securing title, the Title Company may deposit cost of any plans, surveys and environmental studies ordered by Buyer, all loan commitment fees paid by Buyer and all the Deposit fees, costs and expenses reasonably incurred by Buyer in connection with a court of proper jurisdiction in the City of Philadelphia, Pennsylvania property and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its gross negligence or intentional wrongdoing. Seller and Buyer agree that any state or federal court in the City of Philadelphia, Pennsylvania shall be the court of proper jurisdiction with respect to any dispute concerning the disposition of the DepositBuyer's intended acquisition thereof.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by the Title Company in accordance with the terms of this Agreement. Seller and Buyer each agrees, upon request, to execute the Title Company's form of escrow agreement with respect to the Deposit. (b) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, Seller shall have the right to be paid the Deposit as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (c) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete Closing or otherwise defaults under or breaches this Agreement, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity, including without limitation the right to specific performance and injunctive relief. (d) If Closing is completed hereunder, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (e) Notwithstanding anything contained in this Section 3, if either party terminates this Agreement as a result of the other's default or pursuant to the exercise of any right of termination conferred by this Agreement, the Title Company shall not disburse the Deposit until the earlier to occur of: (i) receipt by the Title Company of written instructions from Seller and Buyer or (ii) entry of a final adjudication determining which party is entitled to receive the Deposit, as applicable, at which time the Deposit shall be distributed in accordance with such written instructions or adjudication. In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with a court of proper jurisdiction in the City of Philadelphia, Pennsylvania and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its gross negligence or intentional wrongdoing. Seller and Buyer agree that any state or federal court in the City of Philadelphia, Pennsylvania shall be the court of proper jurisdiction with respect to any dispute concerning the disposition of the Deposit.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by the Title Company in accordance with the terms of this Agreement. If Closing is completed, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (bi) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, Seller the Deposit shall have the right to be paid the Deposit to Seller as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (cii) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete Closing or otherwise defaults under or breaches this AgreementClosing, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity, including without limitation the right to specific performance and injunctive relief. (dc) If Closing is completed hereunder, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (e) Notwithstanding anything contained in this Section 3, if either party terminates this Agreement as a result of the other's default or pursuant to the exercise of any right of termination conferred by this Agreement, the Title Company shall not disburse the Deposit until the earlier to occur of: (i) receipt by the Title Company of written instructions from Seller and Buyer or (ii) entry of a final adjudication determining which party is entitled to receive the Deposit, as applicable, at which time the Deposit shall be distributed in accordance with such written instructions or adjudication. In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with a court the Court of proper jurisdiction in the City Common Pleas of PhiladelphiaBerks County, Pennsylvania Pennsylvania, and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its gross negligence or intentional wrongdoing. Seller and Buyer agree that any state or federal court in the City of Philadelphia, Pennsylvania shall be the court of proper jurisdiction with respect to any dispute concerning the disposition of the Deposit.

Disposition of Deposit Defaults. (a) The Deposit shall be held in escrow and disbursed by the Title Company in accordance with the terms of this Agreement. If Closing is completed, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (bi) If Buyer, without the right to do so and in default of its obligations under this Agreement fails to complete Closing, Seller the Deposit shall have the right to be paid the Deposit to Seller as liquidated damages and not as a penalty. Buyer and Seller acknowledge that the damages which may be incurred by Seller in the event of Buyer's default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties' reasonable estimate of Seller's probable future damages in the event of Buyer's default; and that the Deposit represents fair and reasonable compensation to Seller in the event of Buyer's default. The right of Seller to be paid the Deposit shall be Seller's exclusive and sole remedy, and Seller waives any right to recover the balance of the Purchase Price, or any part thereof, and the right to pursue any other remedy permitted by law or in equity against Buyer. (cii) If Seller, without the right to do so and in default of its obligations under this Agreement fails to complete Closing or otherwise defaults under or breaches this Agreement, Buyer shall have the right to be paid the Deposit, which right shall be in addition to all other rights and remedies of Buyer under this Agreement, at law or in equity, including without limitation . Notwithstanding the right to specific performance and injunctive relief. (d) If Closing is completed hereunder, the Title Company shall pay the Deposit to Seller on account of the Purchase Price. (e) Notwithstanding anything contained in this Section 3foregoing, if either party terminates this Agreement as a result of the other's default or pursuant to the exercise of any right of termination conferred by Seller defaults on its obligations under this Agreement, the Title Company shall not disburse the Deposit until the earlier Buyer's remedies are limited, at Buyer's option, to occur of: (i) receipt by the Title Company of written instructions from bringing an action against Seller for specific performance, including reasonable attorney's fees and Buyer other costs incurred in connection with bring such action, or (ii) entry bringing an action for reasonable payments to third parties as expenses incurred by Buyer under this Agreement, such as legal fees, engineering fees, and permit and application fees, or (iii) if the default by Seller is as the result of a final adjudication determining which party is entitled fraud or willful misconduct by Seller, bringing an action against Seller for any remedy available to receive the Deposit, as applicable, Buyer at which time the Deposit shall be distributed law or in accordance with such written instructions or adjudication. equity. (c) In the event of a dispute between the parties with respect to the Deposit, the Title Company may deposit the Deposit with a court of proper jurisdiction in the City of Philadelphia, Pennsylvania and commence an interpleader action. Upon notifying Seller and Buyer of the commencement of such action, the Title Company shall be released of all liability with respect to the Deposit, except to the extent of accounting for any monies previously delivered by the Title Company out of escrow. The Title Company shall not be liable to either Seller or Buyer other than for the performance of its duties under this Agreement, its gross negligence or intentional wrongdoing. Seller and Buyer agree that any state or federal court in the City of Philadelphia, Pennsylvania shall be the court of proper jurisdiction with respect to any dispute concerning the disposition of the Deposit.