Seller Breach. Upon discovery or notice of any defective document in a Trustee Mortgage Loan File or of any breach by a Seller of any of its representations, warranties or covenants under a Sales Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of such Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach), the Custodian or the Trustee shall promptly notify the Master Servicer of such defect or breach and direct the Master Servicer to request that the Seller of such Mortgage Loan cure such defect or breach and, if such Seller does not cure such defect or breach in all material respects within 60 days from the date on which it is notified of such defect or breach, to enforce such Seller's obligation under the Sales Agreement to purchase such Mortgage Loan from the Trustee. In lieu of purchasing any such Mortgage Loan as provided above, if so provided in the Sales Agreement, the Seller may cause such Mortgage Loan to be removed from the Trust (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(h) hereof. Notwithstanding the foregoing, if such defect or breach is or results in a Qualification Defect, such cure, purchase or substitution must take place within 75 days of the Defect Discovery Date. It is understood and agreed that enforcement of the obligation of the Seller to cure, purchase or substitute for any Mortgage Loan as to which a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such defect or breach available to the Trustee on behalf of the Certificateholders; provided, however, that such provision shall not limit the indemnification provisions of Section 8.05 hereof or of any Sales Agreement.
Seller Breach. Seller shall not have failed to perform in ------------- any material respect any obligation or to comply in any material respect with any covenant of Seller to be performed or complied with by it under this Agreement, and the Purchaser shall have received a certificate to such effect from the Seller signed by a duly authorized officer thereof.
Seller Breach. In the event the Sellers breach any of their respective representations, warranties, and covenants contained in this Agreement or in any certificate or instrument delivered in connection with the transactions contemplated hereby that relate to such representations, warranties or covenants, and, provided that the Buyer or the Company provide a written notice of the claim for indemnification against the Sellers in accordance with this Agreement within the applicable survival period set forth in Section 11.1, then each Seller shall jointly and severally indemnify, and hold harmless the Buyer, the Company and their respective Affiliates, officers, directors, employees and agents (collectively, the “Buyer Indemnified Parties”) from and against any and all liabilities, losses, injuries, damages, assessments, judgments, costs and expenses, including without limitation the cost of any investigation or lawsuit and reasonable attorneys’ fees relating thereto and including any diminution in value of the Business (collectively, “Losses”) caused by such breach. In addition, each Seller shall jointly and severally indemnify and hold harmless the Buyer Indemnified Parties from and against any Losses the Buyer Indemnified Parties shall suffer arising out of or resulting, directly or indirectly, from any Excluded Liabilities and any Excluded Assets.
Seller Breach. Each party hereto shall indemnify, defend, and hold the other harmless against and in respect of any loss, damage, deficiency, or expense (including reasonable attorneys’ fees) resulting from any material misrepresentation, material breach of warranty, or material non-fulfillment of any covenant, agreement, or obligation on the part of the other party under this Agreement.
Seller Breach. In the event the Seller fails to perform any agreement, covenant, representation or warranty under this Mineral Agreement, and Buyer is at that time ready, willing and able to perform all obligations by Buyer to be performed, Buyer may at Buyer’s option: (i) deem this Mineral Agreement terminated, null, void and of no further force or effect, at which txxx Xxxxxx shall have no further rights or liabilities under this Mineral Agreement, or (ii) initiate action for any other remedy at law or in equity permitted under Montana law including, without limitation, an action for specific performance.
Seller Breach. Seller agrees that in the event any Representative of Seller takes any action which, if taken by Xxxxxx, would constitute a breach of this Section 6.6, Seller shall be deemed to be in breach of this Section 6.6.
Seller Breach. By Buyer if Seller has breached any representation, warranty or covenant contained in this Agreement in any material respect, if Buyer has notified Seller of the breach and the breach has continued without cure for a period of thirty (30) calendar days after the notice of breach; provided that this termination right shall not be available with respect to breaches of representations and warranties unless the individual or aggregate impact of all inaccuracies of such representations and warranties would have a material adverse effect on the Business, taken as a whole, or the ability of Seller to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.
Seller Breach. Seller shall have performed and complied in all material respects with any covenant contained in this Agreement required to be performed and complied with by it on or prior to the Closing Date, and Buyer shall have received a certificate signed by an executive officer of Seller and the Company to such effect.
Seller Breach. If Seller breaches any covenant, term or condition of the Agreement, after written notice from Buyer and not less than ten (10) days to cure, then, provided Buyer is not otherwise in default under any covenant, term or condition of the Agreement, after the expiration of any applicable notice and/or cure periods, Buyer may terminate the Agreement, the full Deposits shall be returned to Buyer and Seller shall pay to Buyer five hundred thousand dollars ($500,000.00) as liquidated damages, plus the total amount of any Operating Support paid to Seller, which shall be Buyer’s sole and exclusive remedy with respect to Seller’s breach prior to Closing, except that in the case of Seller’s breach under Section 7.27 in this Agreement, this Section 9.10.2 shall not, under any circumstance, be construed as limiting Buyer Parties’ rights to enforce Seller’s obligations under Section 7.27. If the breach by Seller occurs after the Closing, then Buyer shall have all rights and remedies against Seller and its successors and assigns, at law or in equity, including the right to seek monetary damages or injunctions, subject to Section 8.1 and Section 8.4.
Seller Breach. In the event of a Seller breach including, without limitation, no delivery, late delivery, delivery of nonconforming or defective goods, or breach of warranty, as well as Seller's failure to provide Buyer, upon request, with reasonable assurances of future performance, then, in addition to Buyer's other rights and remedies available under this Purchase Order or at law, upon notice to Seller, Buyer (i) may cancel this Purchase Order, or any part hereof, (ii) require repair or replacement of the Goods, (iii) recover all loss, damage and expense resulting from the breach or other failure, and/or (iv) reject further deliveries of Goods and/or return excess or early deliveries to Seller at Seller’s expense. Seller will also be in breach if the Goods fail quality requirements, including, but not limited to, audits and inspections by Buyer, a third party or the government or any governmental agency. Buyer may immediately terminate or cancel a Purchase Order if Seller becomes insolvent, is adjudicated bankrupt, files a voluntary petition in bankruptcy, makes an assignment for the benefit of creditors, or seeks protection from creditors under any applicable laws.
