Default By the Purchasers Clause Samples

Default By the Purchasers. Each of the following shall constitute an "Event of Default" by the Purchasers under this Agreement: a. failure of the Purchasers to perform its obligations under the Standby Commitment when and as due and payable in accordance with the terms thereof and of this Agreement, which default continues for 5 days after performance is due; b. prior to performance in full of the Standby Commitment, failure by the Purchasers to observe and perform any of their other covenants under this Agreement and, if curable, any such failure continues for 30 days after notice by the Company; c. prior to performance in full of the Standby Commitment, any representation or warranty of the Purchasers set forth in Section 6 hereof shall have been untrue or misleading in any material respect as of the date made and, such untrue and misleading representation or warranty shall be material as of the date asserted as an Event of Default hereunder; d. prior to performance in full of the Standby Commitment, any final judgment in excess of $25 million is entered against the Purchasers in any judicial or administrative proceeding, which judgment is not stayed within 30 days following the entry thereof; e. prior to performance in full of the Standby Commitment, the Purchasers (i) commence a voluntary case or other proceeding under any state or federal bankruptcy, insolvency or receivership law, (ii) seek or acquiesce to the appointment of a trustee, receiver, liquidator or custodian or any substantial part of its property, (iii) make a general assignment for the benefit of their creditors or (iv) take any corporate action authorizing the foregoing; or f. prior to performance in full of the Standby Commitment, an involuntary case or other proceeding under any state or federal bankruptcy, insolvency or 16 receivership law is commenced against either of the Purchasers and remains undismissed and unstayed for 60 days.
View SourceView Similar (2)
Default By the Purchasers. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein (time being of the essence) by reason of any default of the Purchasers hereunder or of the Polish Purchasers under the Polish Purchase Agreement (a “Purchaser Default”), Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. The Purchasers and Seller hereby agree that, in the event of a Purchaser Default, (i) an amount equal to the sum of the Escrowed Deposit and the Polish Deposit (the “Purchaser Default Amount”) is a reasonable estimate of the total net detriment Seller would suffer in the event of any such default and failure by the Purchasers and/or the Polish Purchasers to complete the purchase of the LLC Interests and/or the purchase of the Polish Projects, and (ii) provided that the Seller is not in material default hereunder, the Purchaser Default Amount shall be paid to Seller and will be the full, agreed and liquidated damages for the default and failure of the Purchasers and/or the Polish Purchasers to complete the purchase of the LLC Interests and/or the purchase of the Polish Projects, and will be Seller's sole and exclusive remedy (whether at law or in equity) for any such default of the Purchasers and/or the Polish Purchasers resulting in the failure of consummation of the Closing hereunder and/or under the Polish Purchase Agreement, whereupon this Agreement will terminate (and Seller will cause the Polish Sellers to terminate the Polish Purchase Agreement) and Seller and the Purchasers will have no further rights or obligations hereunder and the Polish Sellers and Polish Purchasers will have no further rights or obligations under the Polish Purchase Agreement, except with respect to obligations which expressly survive termination hereunder and the Polish Purchase Agreement; provided, that, in the event the Purchaser Default Amount is paid other than directly from the Escrowed Deposit and the Polish Deposit, the Purchasers shall be entitled to a refund of the Escrowed Deposit and the Polish Purchasers shall be entitled to a refund of the Polish Deposit, and the Seller shall, at the request of Purchasers, deliver written notice to the Escrow Agent to effect such refunds. The Purchasers hereby waive and release any right to (and hereby covenant that they shall not) ▇▇▇ Seller or the Polish Sellers or seek or claim a refund of the Purchaser Default Amount on the gro...
View SourceView Similar (2)

Related to Default By the Purchasers

  • Default by the Company If the Company shall fail at Closing Time or at the Date of Delivery to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.

  • Default by Seller Except as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contract.

  • Default by Purchaser IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN (TIME BEING OF THE ESSENCE) BY REASON OF ANY DEFAULT OF PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE ▇▇▇▇▇▇▇ MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT SHALL BE PAID TO SELLER AND WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 13.2 HEREIN WILL LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY PURCHASER OF ANY OF THE CLOSING SURVIVING OBLIGATIONS OR THE TERMINATION SURVIVING OBLIGATIONS.

  • Default by Buyer THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE ▇▇▇▇▇▇▇ MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE ▇▇▇▇▇▇▇ MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.

  • Default by Owner If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) breach by Owner of the representations, warranties and covenants of the Owner as set forth in Section 6.02 above); then, and in each and every such case (except in instances where the Event of Default has been cured within thirty (30) days after the date on which written notice of such default, requiring the same to be remedied, shall have been given to the Owner by the Servicer), the Servicer, by notice in writing to the Owner, may immediately terminate all of its responsibilities, duties and obligations as servicer under this Agreement. On or after the receipt by the Owner of such written notice, all responsibilities, duties and obligations of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.