Breach by Buyer. Buyer’s breach of any of the foregoing obligations shall result in Breeder’s warranties set forth in this Agreement being null and void.
Breach by Buyer. In the event of a breach of Buyer's covenants or warranties herein and failure of Buyer to cure such breach within the time provided for Closing, Seller's sole remedy shall be to terminate this Agreement and retain Buyer's Xxxxxxx Money Deposit as agreed liquidated damages for such breach, and upon payment in full to Seller of such amounts, the parties shall have no further rights, claims, liabilities or obligations under this Agreement (except as survive termination).
Breach by Buyer. If Buyer defaults on any provision hereof, Seller, as a condition precedent to the exercise of its remedies or termination of this Agreement, shall be required to give Buyer written notice of the same. Buyer shall have 3 Business Days from the receipt of such notice to cure the default. If Buyer timely cures the default, the default shall be deemed waived and this Agreement shall continue in full force and effect. If Buyer fails to timely cure such default, Seller shall be entitled to terminate this Agreement pursuant to the terms of this Section 13.2. IF SELLER TERMINATES THIS AGREEMENT PURSUANT TO THIS SECTION 13.2 DUE TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING IN BREACH HEREOF, BUYER AND SELLER AGREE THAT SELLER’S ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. THE PARTIES THEREFORE AGREE THAT, IN SUCH EVENT, SELLER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON), IN WHICH CASE (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER SHALL BE OF NO FURTHER FORCE OR EFFECT AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER OTHER THAN PURSUANT TO ANY PROVISION HEREOF WHICH EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT, (B) ESCROW AGENT SHALL DELIVER THE DEPOSIT (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) TO SELLER PURSUANT TO SELLER’S INSTRUCTIONS, AND THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES, (C) ALL TITLE AND ESCROW CANCELLATION CHARGES, IF ANY, SHALL BE CHARGED TO BUYER, AND (D) ESCROW AGENT SHALL DELIVER TO BUYER ALL INTEREST AND DIVIDENDS EARNED ON THE DEPOSIT. THE PARTIES HEREBY AGREE THAT THE AMOUNT OF THE DEPOSIT IS A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER’S FAILURE TO CONSUMMATE THE CLOSING IN BREACH HEREOF. SELLER IRREVOCABLY WAIVES THE RIGHT TO SEEK OR OBTAIN ANY OTHER LEGAL OR EQUITABLE REMEDIES, INCLUDING THE REMEDIES OF DAMAGES AND SPECIFIC PERFORMANCE FOR BUYER’S FAILURE TO CONSUMMATE THE CLOSING IN BREACH HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.2, AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. /s/ NW /s/ JRW Seller’s Initials Buyer’s Initials
Breach by Buyer. If Buyer breaches its obligations under this Agreement, Seller’s sole remedy shall be to terminate the Agreement and retain the Deposit as agreed liquidated damages for such breach, and upon payment in full to Seller of such Deposit, Seller will have no further rights, claims, liabilities or obligations under the Agreement (except those obligations that expressly survive termination). The parties agree that such liquidated damages are not a penalty or forfeiture and because it would be difficult to determine actual damages, the Deposit reflects a reasonable estimate of the damages incurred by Seller under this Agreement.
Breach by Buyer. By Seller in the event of a material breach of this Agreement by Buyer such that if the Closing Date were the date of determination of such breach, the condition in Section 7.1 would not be satisfied; provided that if such Buyer’s breach is capable of being cured prior to all other applicable conditions to Closing being met and Buyer is diligently seeking to cure such breach, such termination by Seller shall be effective only when such other conditions are met and Seller’s breach has not been cured;
Breach by Buyer. Buyer’s breach of any of the obligations set forth in this agreement, shall result in Breeder’s warranties set forth in the agreement being null and void and gives the Breeder the right to have puppy/dog immediantly returned to Breeder at no charge.
Breach by Buyer. In the event of a breach of Buyer’s obligations herein, Seller’s sole legal and equitable remedy (except for breaches related to Buyer’s indemnity and insurance obligations) shall be to terminate this Agreement and retain Buyer’s Xxxxxxx Money Deposit as AGREED LIQUIDATED DAMAGES for such breach, and upon payment in full to Seller of such Xxxxxxx Money Deposit, the parties shall have no further rights, claims, liabilities or obligations under this Agreement (except the indemnity and insurance obligations of Buyer, for which Seller, in the event of a breach thereof by Buyer, shall have available to it all remedies at law or in equity).
Breach by Buyer. No such termination will relieve Buyer from liability for breach of its obligations under this Agreement, and in such event the Sellers shall have all rights and remedies available at law or equity, including the right of specific performance against Buyer.
Breach by Buyer. If: (a) Buyer fails to carry out or is in breach of any term or condition of this Contract and/or any other contract with Seller; or (b) Buyer is or becomes insolvent or unable to pay its debts as they fall due; or (c) any application is filed in respect of bankruptcy, insolvency or reorganisation proceedings against the Buyer or for the Buyer to be dissolved or liquidated, whether voluntarily or involuntarily, or a notice of intention to appoint a receiver or trustee for all or a substantial part of Buyer’s assets is filed, or Buyer makes an assignment for the benefit of creditors, or any other proceedings analogous in nature or effect are instituted by or against Buyer; then: (x) Seller, to the fullest extent permitted under Italian law, may without prejudice to any rights or remedies that it may have under applicable law terminate, unless applicable statutory law obliges Seller to set an appropriate grace period to remediate the breach of Contract, all or any part of this Contract and/or any other contract with Buyer; and/or (y) resell the goods or hold the goods at Buyer’s expense and risk and/or postpone the shipment of the goods or stop the goods in transit; provided, however, that Seller’s election of any of the remedies in sub-clause (y) of this clause shall not preclude Seller’s right to terminate later all or any part of this Contract and/or any other contract with Buyer as provided in sub-clause (x) of this clause. In any such case, any unpaid portion of the contract price under this or any other contract with Buyer and any other sums payable shall without further notice become immediately due and payable and Buyer shall reimburse Seller for all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Seller as a result.
Breach by Buyer. If Buyer breaches its obligations under this Agreement, Seller’s sole and exclusive legal and equitable remedy will be to terminate this Agreement and retain the Deposit as agreed liquidated damages for such breach, and upon payment in full to Seller of such Deposit, Seller will have no further rights, claims, liabilities or obligations under this Agreement (except those obligations that expressly survive the termination of this Agreement). In the event of such breach and termination, Seller agrees to provide a completed W-9 to Closing Agent (or such other like document as Closing Agent may request) prior to being entitled to the Deposit. The parties agree that such liquated damages are not a penalty or forfeiture and because it would be difficult to determine actual damages, the Deposit reflects a reasonable estimate of the damages incurred by Seller under this Agreement. In no event under this Section 6.2 shall Buyer be liable to Seller for actual, special, consequential or punitive damages, or the remedy of specific performance.
