Buyer Defaults Clause Samples

Buyer Defaults. The occurrence of any one or more of the following events shall constitute an event of default by Buyer hereunder (a “Buyer Event of Default”): 18.2.1 Buyer fails to pay to Supplier any payment required under this Agreement which is not in dispute, and such failure continues for ten (10) days after receipt of Written Notice of such failure; 18.2.2 Any representation or warranty of Buyer contained in this Agreement shall prove to be false or misleading at the time such representation or warranty is made and has a material adverse affect on either Party’s ability to perform its obligations hereunder, and such false or misleading representation or warranty and material adverse effect continues uncured for thirty (30) days after receipt of Written Notice from Supplier; 18.2.3 Buyer or Buyer Parent voluntarily commences bankruptcy, insolvency, reorganization, stay, moratorium or similar debtor-relief proceedings, or shall have become insolvent or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes an assignment for the benefit of creditors and, with respect to Buyer Parent, Buyer has not delivered to Supplier another guaranty, bank bond or a letter of credit in a form reasonably acceptable to Supplier to replace the Buyer Parent Guaranty; 18.2.4 Insolvency, receivership, reorganization, bankruptcy, or a similar proceeding shall have been commenced against Buyer or Buyer Parent and such proceeding remains undismissed or unstayed for a period of ninety (90) days and, with respect to Buyer Parent, Buyer has not delivered to Supplier another guaranty, bank bond or a letter of credit in a form reasonably acceptable to Supplier to replace the Buyer Parent Guaranty; 18.2.5 Buyer Parent disavows its obligations under the Buyer Parent Guaranty or Buyer fails to cause the Buyer Parent Guaranty to be maintained in full force and effect in accordance with its terms and such disavowal or failure continues for ten (10) days after receipt of Written Notice of such disavowal or failure and Buyer has not delivered to Supplier another guaranty, bank bond or a letter of credit in a form reasonably acceptable to Supplier to replace the Buyer Parent Guaranty; 18.2.6 Except as otherwise expressly provided for in this Section , Buyer is in material breach of its obligations under this Agreement and such material breach continues uncured for thirty (30) days after receipt of Written Notice from Supplier; 18.2.7 The Collate...

Buyer Defaults. In the event that Buyer, on or prior to the Closing Date, shall default in the performance of its obligations under this Agreement, it will be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, the parties have agreed that a reasonable estimate of the total net detriment that Seller would suffer in such event is the amount of the E▇▇▇▇▇▇ Money and Seller, as its sole and exclusive remedy, may terminate this Agreement by notifying Buyer thereof and receive and retain the E▇▇▇▇▇▇ Money as liquidated damages, provided that this provision shall not limit Seller’s or Buyer’s rights to pursue and recover on a claim with respect to any of the Termination Surviving Obligations. Such liquidated damages are not intended as a forfeiture or penalty within the meaning of applicable law. Buyer shall not be liable to Seller for any other damages, including, without limitation, direct, punitive, speculative or consequential damages. In the event Seller is entitled to the E▇▇▇▇▇▇ Money as liquidated damages, and to the extent Seller has not already received the E▇▇▇▇▇▇ Money, the E▇▇▇▇▇▇ Money shall, subject to the terms of the Escrow Agreement, be immediately paid to Seller by the Escrow Company upon receipt of written notice from Seller that Buyer has defaulted under this Agreement, and Buyer agrees to take all such actions and execute and deliver all such documents necessary or appropriate to effect such payment.

Buyer Defaults. 26 14.3. Remedies..................................................................................................................27 15. INDEMNIFICATION.........................................................................................................27 15.1. General .....................................................................................................................27 15.2.

Buyer Defaults. The occurrence of any one or more of the following events shall constitute an event of default by Buyer hereunder (a “Buyer Event of Default”): (a) Buyer fails to pay to Supplier any payment required under this Agreement (which is not subject to a good faith dispute) when due, and such failure continues for ten (10) Business Days after receipt of written notice of such failure;

Buyer Defaults. If Buyer defaults under this Agreement, and, if the default is not the failure to pay the Purchase Price at the Closing, and Buyer fails to cure such default within fifteen (15) calendar days (or such reasonably longer period of time if such default is incapable of cure within such fifteen-day period) after receipt of Seller's written notice to Buyer of the default, Seller will have the right to terminate this Agreement after written notice of cancellation as provided under Minnesota Statutes Section 559.21. Upon such termination, Seller will retain the ▇▇▇▇▇▇▇ Money as liquidated damages, time being of the essence of this Agreement. Seller and Buyer agree that Seller's economic detriment resulting from the removal of the Property from the market and the carrying and other costs incurred thereafter and associated therewith, including any costs to be incurred by Seller in order to satisfy the conditions of escrow set forth herein, are impracticable or extremely difficult to ascertain. Seller and Buyer agree that the ▇▇▇▇▇▇▇ Money is a reasonable estimate of such damages in the event of Buyer's failure to perform according to the provisions of this Agreement. Such payment is intended to be liquidated damages and not intended to be a forfeiture or penalty. The termination of this Agreement and retention of the ▇▇▇▇▇▇▇ Money will be the sole remedy available to Seller for default by Buyer, and Buyer will not be liable for damages or specific performance. Seller and Buyer acknowledge and agree that any liability of Buyer to Seller under the indemnities provided for in Sections 3.1.3 and 8 hereof will not be limited by this liquidated damages provision.

Buyer Defaults. In the event that Buyer shall default under this Agreement prior to Closing, Buyer and Sellers agree that the actual damages that any Seller shall sustain as a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Buyer and Sellers therefore agree that if Buyer fails to perform any or all of the obligations, terms, covenants, conditions and agreements to be performed by Buyer hereunder, whether at or prior to the Closing, Sellers’ remedy shall be to receive as full, complete and valid liquidated damages (and not a penalty) the Deposit held at such time by Escrow Holder together with any interest earned thereon from Escrow Holder, and thereafter neither Buyer nor any Seller shall have any further liability or obligation to the other parties hereunder, except for such liabilities and obligations as are expressly stated to survive the termination of this Agreement. If Buyer shall fail to perform any or all of the obligations, terms, covenants, conditions and/or agreements to be performed by Buyer hereunder after the Closing, Sellers shall have the right to pursue any rights and remedies available to Sellers at law or in equity.

Buyer Defaults. If (i) Buyer is in default of any of its obligations hereunder, or (ii) any of Buyer’s material representations or warranties are untrue in any material respect, or (iii) the Closing otherwise fails to occur (x) by reason of Buyer’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, or (y) as provided in Section 8.3 above with respect to failed conditions, and such circumstance in (i), (ii) or (iii) continues for five (5) Business Days after written notice from Seller to Buyer, which written notice shall detail such default, untruth or failure, as applicable, then Seller may elect to (a) terminate this Agreement by written notice to Buyer; or (b) waive the condition and proceed to close the Transaction. If this Agreement is so terminated, then Seller shall be entitled to the Deposit as liquidated damages, and thereafter neither party to this Agreement shall have any further rights or obligations hereunder other than any arising under any section herein which expressly provides that it survives the termination of this Agreement. It is hereby agreed that, without resale, Seller’s damages will be difficult to ascertain and that the Deposit constitutes a reasonable liquidation thereof in connection with any termination of this Agreement as aforesaid, and are intended not as a penalty, but as full liquidated damages.

Buyer Defaults. In the event Buyer breaches or defaults under any of the terms of this Agreement prior to or on the Closing Date, Seller shall be entitled to terminate this Agreement whereupon all parties shall thereupon be relieved of all further liability hereunder, except under those provisions which expressly survive the termination hereof, and recover damages, which shall be limited to an amount equal to two (2) times Seller Parties’ actual out-of-pocket expenses.

Buyer Defaults. If Closing fails to occur as a result of Buyer’s default, then Seller shall have the right to elect as its sole and exclusive remedy, to (a) terminate this Agreement by written notice to Buyer, promptly after which the Deposit shall be paid to Seller as liquidated damages and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) waive the default or breach and proceed to close the Transaction. Seller and Buyer have discussed the possible consequences to Seller in the event that the Closing does not occur by reason of Buyer’s default. The parties agree that it would be impractical or extremely difficult to determine the actual damages to Seller in such event and that a reasonable estimate of such damages is an amount equal to the Deposit.