Pre-Closing Breaches Sample Clauses

Pre-Closing Breaches. If prior to Closing, (i) it is discovered that Eldorado is in breach of Eldorado’s representations or warranties set forth in this Agreement (after giving effect to any amendment or modification of such representations or warranties which may be made by Eldorado pursuant to Section 7.3(e), if applicable, but without giving effect to any qualifications as to “Eldorado’s Knowledge” (but giving effect to any qualifications as to the “Knowledge of Eldorado”) set forth in Eldorado’s Warranties), or (ii) without giving effect to any qualifications as to “Eldorado’s Knowledge” (but giving effect to any qualifications as to the “Knowledge of Eldorado”) set forth in Eldorado’s Warranties, any amendment or modification of the representations or warranties made by Eldorado pursuant to Section 7.3(e) would, individually or in the aggregate, result in a Material Adverse Effect, then, in each case, Buyer’s sole remedy with respect thereto shall be to either (x) continue with the Closing, without any reduction of the Purchase Price or any credit or allowance on account thereof or any other claim against Eldorado on account thereof, in which case Eldorado shall not be liable to Buyer (and Buyer shall have no rights or remedies) with respect to the matter, condition or circumstance which was the basis of the applicable breach of, or amendment or modification to, such representation or warranty, notwithstanding anything in this Agreement to the contrary, or (y) terminate this Agreement (such termination right to be exercised, if at all, by written notice of such termination delivered by Buyer to Eldorado within ten (10) Business Days after (1) Buyer becoming aware of the applicable breach of the representation or warranty of Eldorado, or (2) Eldorado's written notice to Buyer of such amendment or modification to the representations and warranties in accordance with the terms of Section 7.3(e), as applicable), whereupon following any such termination, neither party shall have any further rights or obligations hereunder except for obligations which expressly survive termination of this Agreement (and for the avoidance of doubt, Buyer shall have no right to receive the Buyer Liquidated Damages Amount).
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Pre-Closing Breaches. If the Closing does not occur for any reason, neither Parent nor Merger Sub shall have any recourse against any Signing Shareholder except with respect to, and only to the extent of damages caused by, breaches by such Signing Shareholder of its express obligations under this Agreement.
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Pre-Closing Breaches. Purchaser shall promptly provide written notice to Seller (the “Notice of Pre-Closing Breach”) upon learning of any breach by Seller prior to the Closing Date of any of Seller’s representations or warranties set forth in Section 8.1 of this Agreement and any of its covenants (collectively, the “Pre-Closing Breaches”). The Notice of Pre-Closing Breach shall set forth in reasonable detail an estimated dollar amount of Purchaser’s actual losses resulting from the Pre-Closing Breaches on a Property-by-Property basis. If the aggregate amount of Purchaser’s losses attributable to all of the Pre-Closing Breaches is equal to or less than the Pre-Closing Breach Threshold, the parties shall proceed to the Closing without any reduction in or abatement of or credit against the Purchase Price on account of the Pre-Closing Breaches, but the Pre-Closing Breaches will be deemed to survive the Closing and the losses related thereto shall be subject to the provisions of Section 8.4 and Section 8.5. If the aggregate amount of Purchaser’s losses attributable to the Pre-Closing Breaches exceeds the Pre-Closing Breach Threshold, Seller may in its sole discretion elect by giving written notice to Purchaser to either (a) proceed to the Closing and grant Purchaser a credit against the Purchase Price allocated on Schedule 3.1 for each Property identified in the Notice of Pre-Closing Breach in an amount equal to the Pre-Closing Breach, (b) cure prior to the Closing one or more of the Pre-Closing Breaches such that the aggregate amount of losses resulting from all remaining uncured Pre-Closing Breaches is equal to or less than the Pre-Closing Breach Threshold, or (c) cure prior to the Closing certain of the Pre-Closing Breaches and/or reduce the Purchase Price in the manner provided in clause (a) above such that the sum of the cost to cure such Pre-Closing Breaches plus such decrease in the Purchase Price equals the amount by which the losses resulting from such Pre-Closing Breaches exceeds the Pre-Closing Breach Threshold. If the aggregate amount of losses resulting from the Pre-Closing Breaches is greater than the Pre-Closing Breach Threshold and Seller does not make any of the elections described above prior to the Closing, Purchaser will have the right to elect to either (x) terminate this Agreement in its entirety as to all Properties and receive a refund of the Xxxxxxx Money Deposit and all interest earned thereon and thereafter, and Seller shall reimburse Purchaser or its Qual...
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Pre-Closing Breaches. If there are one or more Pre-Closing Breaches, then Seller shall use best efforts to cure such Pre-Closing Breaches; PROVIDED, that (i) Seller shall not be obligated to spend more than One Million Dollars ($1,000,000) in the aggregate to cure such Pre-Closing Breaches (the "PRE-CLOSING BREACH CAP"), and (ii) all Pre-Closing Breaches can be cured with best efforts by Seller during the Pre-Closing Mandatory Cure Period. Except as otherwise provided in this Agreement, if there are one or more Pre-Closing Breaches, the reduction in the Purchase Price set forth in SECTION 3.1 shall apply.
Sample 1
Pre-Closing Breaches. If, prior to Closing, a Party is in breach of this Agreement, and such breach is not cured within 10 days after receiving notice from the other Party, then non-breaching Party shall have the right to terminate this Agreement or seek specific performance as described below; provided, however, that termination shall not relieve a Party from any Liability (as defined in the EPA) for any intentional, willful or fraudulent breach of this Agreement prior to such termination, which Liability shall survive the termination of this Agreement. The Parties agree that irreparable damage (for which monetary relief, even if available, would not be an adequate remedy) may occur in the event that any of the provisions of this Agreement were not performed by the Parties in accordance with their specific terms or were otherwise breached. It is accordingly agreed that in lieu of termination this Agreement (i) the non-breaching Party shall be entitled to seek an injunction or injunctions or other equitable relief or remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, and (ii) the right of specific performance and other equitable relief is an integral part of the transactions contemplated herein and without that right, neither the of the Parties would have entered into this Agreement. Each of the Parties agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity so long as the Party seeking specific performance has tendered its performance under this Agreement. Each of the Parties hereby waives any requirement under any law to post a bond or other security as a prerequisite to obtaining specific performance of other equitable relief. Notwithstanding anything to the contrary above, if a Party’s affiliate under the EPA has an election to terminate or pursue specific performance, the election of such Party’s affiliate under the EPA shall be the election of that Party hereunder; provided, however, that if the EPA has been terminated by Seller’s affiliate and Seller’s affiliate is receiving the Termination Fee (as defined in the EPA), then Seller hereunder shall have no remedies with respect to the termination of this Agreement and Seller covenants and agrees that the receipt by Seller’s ...
Sample 1
Pre-Closing Breaches. (a) Purchaser will promptly provide written notice (the "Pre-Closing Breach Notice") to Seller upon having knowledge of (i) any breach by Seller prior to Closing of its representations and warranties set forth in this Agreement (ii) any breach by Seller of its covenants, and/or (iii) failure to deliver any document required under Section 9.4(d) which is an Exhibit hereto (other than the lender estoppel certificates as provided for in Section 6.9 and the certificates with respect to the REAs as provided for in Section 6.11) or any other document that Seller deliberately, intentionally and unreasonably fails to deliver (collectively, (but excluding in each case (x) matters constituting Material Title Defects or otherwise the subject of Section 3.4 and (y) any matter related to the physical, structural and environmental condition (except a breach of Section 4.6) of the Properties (which are governed under Article 8) "Pre-Closing Breaches"). Such notice shall state Purchaser's Cure Value.
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Pre-Closing Breaches. If, on or before five (5) days prior to the Closing Date, Buyer has Knowledge of any matter which Buyer has concluded constitutes a breach by Seller of any of Seller's representations and warranties set forth in Article 4.01 (other than Article 4.01(g)) hereof, then Buyer shall notify Seller in writing of such matter on or before five (5) days prior to the Closing Date. Buyer agrees that such written notification to Seller shall be sent to Seller by telecopy or personal delivery as well as by registered or certified mail, return receipt requested and postage prepaid.
Sample 1
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Related to Pre-Closing Breaches

  • Seller’s Breach Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Servicer or of a Seller is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Seller Closing Deliverables At the Closing, Seller shall deliver to Buyer 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’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Condition to Closing Buyer acknowledges and agrees that the Closing is contingent upon the closing of the IPO, and that if, for whatever reason, the IPO is not completed, the Company shall not be obligated to issue and sell the Restricted Shares and Buyer shall not be required to purchase the Restricted Shares and this Agreement may be terminated in accordance with Section 5(k) below.

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