By Seller if Sample Clauses

By Seller if a Breach of any provision of this Agreement has been committed by Buyer and caused a Material Adverse Effect, and such Breach has not been waived by Seller;
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By Seller if. (A) any condition to the obligations of Seller hereunder becomes incapable of fulfillment other than as a result of a breach by Seller of any covenant or agreement contained in this Agreement, and such condition is not waived by Seller;
Sample 1
By Seller if. (i) the Average Closing Price (as defined below) shall be less than the product of 0.80 and the Starting Price; and
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By Seller if. (a) Buyer shall fail to perform in any material respect any of its covenants or other agreements contained herein required to be performed by Buyer on or prior to the Closing Date, or (b) any of Buyer’s representations and warranties contained herein shall be incorrect in any material respect on the Closing Date, and such failure or misrepresentation is not cured within ten (10) calendar days after Seller shall have notified Buyer of its intent to terminate this Agreement pursuant to this Section 10.1.2 (to the extent that such failure or misrepresentation can be cured);
Sample 1
By Seller if. (i) there has been a misrepresentation or a breach of warranty on the part of the Company, Xxxxxxx, LLC or Parent in the representations and warranties contained herein and such misrepresentation or breach of warranty, if curable, is not cured within thirty days after written notice thereof from Seller; (ii) the Company, Xxxxxxx, LLC or Parent has committed a breach of any material covenant imposed upon it hereunder and fails to cure such breach within thirty days after written notice thereof from Seller; or (iii) any condition to Seller's obligations hereunder becomes incapable of fulfillment through no fault of Seller and is not waived by Seller; PROVIDED that, on the date of termination, the conditions to the Company's, Xxxxxxx'x, LLC's and Parent's obligations hereunder specified in Section 5.3 hereof (other than clauses (d), (e), (f), and (g) thereof) shall have been satisfied, and Seller shall then be otherwise ready, willing and able to proceed with the Closing hereunder;
Sample 1

Related to By Seller if

  • By Sellers Each Seller agrees that, subject to such limitations as provided herein, such Seller shall be jointly and severally liable to Purchaser, its Related Persons, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") for, and agree to defend and indemnify and hold each Purchaser Indemnified Party harmless against and in respect of (i) any and all losses, damages, liability costs and expenses, including reasonable attorneys', accountants' and experts' fees and expenses, including, without limitation, those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities") incurred by any Purchaser Indemnified Party by reason of a breach of any of the representations, warranties, covenants or agreements made by the Company or Sellers in this Agreement, or in any other instrument or agreement specifically contemplated by this Agreement, (ii) any and all Covered Liabilities incurred by any Purchaser Indemnified Party by reason of (A) any violation of Governmental Regulations arising from those matters included as items 3 and 4 on Schedule 7.17(b), (B) the Company's or Sellers' failure to pay, withhold or collect any Taxes required to have been paid, withheld or collected for any taxable period ending on or prior to the Closing Date (including as a result of the Section 338(h)(10) election described in Section 11.4) or (C) the Company not being treated as a subchapter S corporation for federal and state income tax purposes, or (iii) liabilities of the Company or DBRHC arising out of or in connection with any of the businesses, assets (including the DBRHC Real Estate), operations or activities of the Company or DBRHC (including any predecessor of the Company or DBRHC, and any former business, asset, operation, activity or subsidiary of any of the foregoing) owned or conducted, as the case may be, on or prior to the Closing Date including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, but excluding (A) liabilities or other obligations of the type reflected on the 1998 Balance Sheet incurred in the ordinary course consistent with past practice since December 31, 1998, other than any liabilities or obligations arising from any litigation or other legal, arbitration or administrative proceeding, or any claim with respect thereto (including, without limitation, tort claims or other claims based on strict liability, negligence or willful misconduct or violations of Governmental Regulations), (B) Indebtedness (but only to the extent Indebtedness at Closing is not greater than the Purchase Price adjustment under Section 3) and (C) obligations reflected in the 1998 Balance Sheet, including the notes thereto.

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • By Buyer At Closing, Buyer shall deliver to Seller the following:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Seller Deliveries At the Closing, Seller shall deliver to Purchaser:

  • Seller’s Deliveries At the Closing, Seller shall deliver to Buyer the following:

  • Seller Closing Deliverables At the Closing, Seller shall deliver to Buyer the following:

  • By Purchaser Purchaser represents and warrants to Seller that:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Buyer Deliveries At the Closing the Buyer shall deliver to the Company the Purchase Price.

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