Purchaser Default Sample Clauses
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Purchaser Default. If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.
Purchaser Default. In the event of material non-performance, default or breach of this Agreement by Purchaser that results in the failure to consummate this Agreement (a “Purchaser Default”), then Sellers may, at their sole option and as their sole remedy, take any of the following courses of action:
19.3.1 terminate this Agreement and draw upon the ▇▇▇▇▇▇▇ Money L/C as liquidated damages, as follows: IF PURCHASER DEFAULTS IN ITS OBLIGATIONS UNDER THIS AGREEMENT RESULTING IN A FAILURE TO CLOSE THE TRANSACTION ON OR BEFORE THE OUTSIDE CLOSING DATE, THEN PURCHASER AGREES THAT SELLERS WILL INCUR DAMAGES BY REASON OF SUCH DEFAULT WHICH ARE IMPRACTICAL AND EXTREMELY DIFFICULT TO ASCERTAIN OR QUANTIFY. PURCHASER AND SELLERS, IN A REASONABLE EFFORT TO ASCERTAIN SELLERS’ DAMAGES, HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT AN AMOUNT EQUAL TO THE FULL AMOUNT OF THE ▇▇▇▇▇▇▇ MONEY L/C SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLERS’ DAMAGES UNDER APPLICABLE LAW, INCLUDING CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1671. ACCORDINGLY, IF PURCHASER SO DEFAULTS IN ITS OBLIGATIONS UNDER THIS AGREEMENT, SELLERS SHALL HAVE THE RIGHT TO DRAW DOWN THE FULL AMOUNT OF THE ▇▇▇▇▇▇▇ MONEY L/C AS LIQUIDATED DAMAGES. or
19.3.2 enforce specific performance of this Agreement and the transaction provided for herein according to the terms hereof by all means available at law or in equity.
Purchaser Default. The default by any Purchaser of any of its obligations, representations or warranties under this Agreement or the Transaction Documents shall not be imputed to, and shall have no effect upon, any other Purchaser or affect the Company's obligations under this Agreement or any Transaction Document to any non-defaulting Purchaser.
Purchaser Default. Subject to Section 10.19, the Purchaser agrees that, in the event of a Purchaser Default, the Company shall be entitled to all remedies available at law and at equity, including to enforce rights of damages and/or specific performance pursuant to Section 10.18.
Purchaser Default. The following events shall be defaults with respect to Purchaser (each, a “Purchaser Default”):
(i) A Bankruptcy Event shall have occurred with respect to Purchaser;
(ii) Purchaser breaches any material term of the Agreement if (A) such breach can be cured within thirty (30) days after Provider’s notice of such breach and Purchaser fails to so cure, or (B) Purchaser fails to commence and pursue said cure within such thirty (30) day period if a longer cure period is needed; and
(iii) Purchaser fails to pay Provider any undisputed amount due Provider under the Agreement within thirty (30) days from receipt of notice from Provider of such past due amount.
Purchaser Default. If Purchaser fails or refuses to perform any of its obligations set forth herein within the time required, which failure or refusal continues for ten (10) days after notice from Seller and which failure or refusal is not waived by Seller or cured, for any reason other than the termination of this Contract pursuant to a right to terminate expressly set forth herein or Seller’s failure to perform Seller’s obligations hereunder, then Seller, as Seller’s sole and exclusive remedy, may terminate this Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither Purchaser nor Seller shall have any further rights or obligations to the other hereunder (other than Purchaser’s obligations to Seller set forth in Section 10 hereof), and the Title Company shall deliver the ▇▇▇▇▇▇▇ Money (or so much thereof as has been deposited) to Seller, which shall constitute liquidated damages hereunder free of any claims by Purchaser or any other person with respect thereto. It is agreed that the ▇▇▇▇▇▇▇ Money to which Seller may be entitled hereunder is a reasonable forecast of just compensation for the harm that would be caused by Purchaser’s breach, that the harm that would be caused by such breach is one that is impossible or very difficult to ascertain but that the ▇▇▇▇▇▇▇ Money is a reasonable estimation thereof, and that the payment of the ▇▇▇▇▇▇▇ Money upon such breach (other than a breach of Purchaser’s obligations to Seller set forth in Section 10 hereof) shall constitute full satisfaction of Purchaser’s obligations hereunder after default by Purchaser.
Purchaser Default. (i) If Purchaser fails to perform any of its obligations under this Agreement that are required to be performed at or prior to Closing (including, without limitation, the payment of the balance of the Purchase Price and the payment of any amounts required to be paid by the terms of the Termination Agreement) and, in the case of any such failure that occurs prior to the Closing Date, such failure is not cured on or prior to the earlier of the Closing Date or three (3) days after Purchaser’s receipt of written notice of such failure from Seller (“Purchaser Default”), then Seller shall have any and all rights and remedies as may be available to it at law, in equity, under this Agreement or otherwise on account thereof, including, without limitation, if the Purchaser Default is Purchaser’s failure to close the Transactions contemplated by this Agreement or other material default, the right to terminate this Agreement by delivering written notice thereof to Purchaser, but excluding, however, the right to seek special, punitive or consequential damages.
(ii) Notwithstanding the foregoing, in the event the Closing hereunder occurs and Purchaser fails to perform any of its obligations under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Seller shall have all rights and remedies at law, in equity or under this Agreement, including, without limitation, the right to ▇▇▇ for damages (excluding, however, special, punitive or consequential damages).
Purchaser Default. The parties acknowledge and agree that Seller should be entitled to compensation for any detriment suffered if Purchaser fails to consummate the purchase of the Property if and when required to do so under the terms of this Agreement, but agree that it would be extremely difficult to ascertain the extent of the actual detriment Seller would suffer as a result of such failure. Consequently, if Purchaser fails to consummate the purchase of the Property on the Closing Date or fails to perform any of its other covenants hereunder in any material respect, or otherwise defaults in its obligations hereunder and such failure continues after Seller has provided Purchaser with two (2) Business Days written notice, then Seller shall be entitled, as its sole legal and equitable remedy, to terminate this Agreement by giving written notice thereof to Purchaser and Escrow Agent prior to or on the Closing Date, in which event the Deposit shall be paid to Seller as fixed, agreed and liquidated damages, and, after the payment of the Deposit to Seller, neither Seller nor Purchaser will have any further rights or obligations under this Agreement, except for any obligations that expressly survive termination. Notwithstanding the foregoing, the aforementioned liquidated damages shall not apply to the indemnity or confidentiality provisions attributable to Purchaser under this Agreement or with respect to the representations, warranties, covenants and/or obligations of Purchaser which expressly survive the termination of this Agreement or the Closing.
Purchaser Default. If Purchaser defaults in the performance of this Agreement, Seller’s sole and exclusive remedy shall be to cancel this Agreement by delivering written notice of such default to Purchaser (“Seller’s Default Notice”), in which event Purchaser shall have the opportunity to cure such default within five (5) days after receipt of Seller’s Default Notice, and if Purchaser fails to timely cure such default after receipt of Seller’s Default Notice then this Agreement shall be deemed canceled without further action between parties and the Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money to Seller as liquidated damages, it being the understanding and agreement of the parties that it would be impractical or extremely difficult to determine the actual damages to Seller in the event of Purchaser’s default, and that the ▇▇▇▇▇▇▇ Money is reasonable estimate of the damages which Seller would incur as a result of Purchaser’s default hereunder.
Purchaser Default. If Purchaser is in default of one or more of Purchaser’s obligations under this Agreement other than a failure to timely close, then Seller may give notice to Purchaser (with a copy to Title Company) specifying the nature of the default. Purchaser shall have five (5) business days after receiving that notice, but in no event beyond the Date of Closing, within which to cure that default. If Purchaser fails to cure that default within that period, then Seller’s sole remedy for such default shall be to terminate this Agreement by giving notice of such termination to Purchaser (with a copy to Title Company) and receive the Deposit as liquidated damages. If Seller does so terminate this Agreement, then Title Company shall pay the Deposit to Seller.