Breach by Sellers. By the Purchasers’ Representative, by giving written notice of such termination to the Sellers’ Representative, in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of a Seller, which breach (i) individually or in the aggregate, would result in, if occurring or continuing on the Launch Date, the failure of any condition set forth in Section 6.1 (Conditions to Launch of Offer) and Section 6.2 (Conditions to Obligations of the Purchasers at the Closing) to be satisfied, and (ii) shall be incapable of cure prior to the Final Closing Date or has not been cured upon the earlier to occur of (A) sixty (60) days after the giving of written notice to the Sellers’ Representative of such breach and (B) three (3) days before the Final Closing Date; provided, however, that the right to effect a termination of this Agreement under this Section 9.1(f) (Termination of this Agreement) shall not be available if any member of the Purchasers’ Group then is in material breach of its representations, warranties, agreements or covenants hereunder.
Breach by Sellers. In the event that any of the Sellers default in their obligations under this Agreement, then Purchasers’ sole and exclusive remedy shall be to elect one of the following: (i) to terminate this Agreement and receive a refund of the Deposit from Escrow Holder and, if the Closing fails to occur by reason of Sellers’ willful and intentional refusal or failure to perform their obligations hereunder, Purchasers shall be entitled to recover from Sellers all out-of-pocket expenses incurred by Purchasers in connection with this Agreement up to a maximum amount of $100,000, upon submission of invoices evidencing such costs, or (ii) to commence an action for specific performance, provided, however, that any action under this Section 5.6 must be commenced within sixty (60) days of Sellers’ default, Purchasers waiving their respective right to bring any suit at any later date to the extent permitted by law. Purchasers shall have no right to seek or recover any damages from Sellers in the event of a default by Sellers under the terms of this Agreement (except as provided above with respect to recovery of expenses). Notwithstanding anything to the contrary set forth in this Section 5.6, in the event that (i) any of the Sellers willfully and intentionally default in their obligations hereunder resulting in failure of Closing to occur, (ii) Sellers sell or enter into a contract of sale to sell either the Property or the Aggregate Partnership Interests to a third party within sixty days of the termination of this Agreement, (iii) Purchasers are unable (as distinguished from Purchasers electing not to pursue specific performance) to obtain specific performance as a remedy under this Section 5.6 and (iv) the intentional and willful default of Sellers was performed primarily for the purpose of frustrating the ability of Purchasers’ to obtain specific performance hereunder, then Purchasers, as their sole and exclusive remedy, shall be entitled to recover from Sellers the difference between (a) the sales price under such third party contract of sale (after subtracting all closing and transaction costs incurred by Sellers thereunder) minus (b) the Purchase Price under this Agreement (after subtracting all estimated closing and transaction costs that would have been incurred by Sellers thereunder). In electing to exercise any remedy hereunder, Purchaser I and Purchaser II must jointly exercise the same remedy and are not permitted to pursue different remedies against Sellers.
Breach by Sellers. If the sale contemplated by this Agreement is not consummated because of a Seller's breach or failure to perform its obligations
Breach by Sellers. In the event of a beach of Sellers' covenants or warranties and failure by Sellers to cure such breach after notice within the time provided for Closing, in addition to remedies provided under law and elsewhere in this Agreement, Buyer may, at Buyer's election
Breach by Sellers. 11.1.1. Sellers acknowledge that the business of Protective is unique and that, in the event of Sellers' breach of this Agreement, Purchaser's damages would be difficult or impossible to determine. Therefore, Sellers agree that, in addition to any other remedies available to Purchaser, Purchaser shall be entitled to injunctive relief and to specific performance of this Agreement by Sellers.
Breach by Sellers. By Buyer, if there has been a breach of, or inaccuracy in, any of the representations, warranties, covenants or agreements of Sellers that would cause the failure of a condition set forth in Section 7.1(a) or Section 7.1(b) to be satisfied and such breach or inaccuracy is either not capable of being cured prior to the Closing or if capable of being cured, is not so cured within thirty (30) days after Buyer has provided written notice thereof to Sellers;
Breach by Sellers. By PCTH, if either of the Sellers breaches any of his representations and warranties in any material respect or fails to comply in any material respect with any of his agreements contained herein.
Breach by Sellers. If the Purchasing Parties terminate this Agreement pursuant to Section 9.1(e), the Purchasing Parties shall be entitled to exercise all rights and remedies which Purchaser may be afforded at law or in equity.
Breach by Sellers. 27 10.1 Escrow . . . . . . . . . . . . . . . . . . . . 27 10.2 Remedy . . . . . . . . . . . . . . . . . . . . 27 10.3 Limitations . . . . . . . . . . . . . . . . . 28 10.4 Liability . . . . . . . . . . . . . . . . . . 29 ARTICLE XI. MISCELLANEOUS . . . . . . . . . . . . . . . 29
