Common use of Purchaser Defaults Clause in Contracts

Purchaser Defaults. In the event that Purchaser fails to pay the Purchase Price on the Closing Date, Purchaser and Seller agree that the actual damages that Seller shall sustain as a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Purchaser and Seller therefore agree that if Purchaser fails to pay the Purchase Price on the Closing Date, whether at or prior to the Closing, Seller’s remedy, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, shall be that Seller may elect to terminate this Agreement, to receive from the Escrow Agent, as full, complete and valid liquidated damages (and not as a penalty) the Deposit together with any interest earned thereon from Escrow Agent, and thereafter none of the parties hereto shall have any further liability or obligation to the other parties hereunder, except for such indemnities, liabilities and obligations as are expressly stated to survive the termination of this Agreement. Except with respect to Purchaser’s failure to pay the Purchase Price Purchaser on the Closing Date for which Seller may elect to terminate this Agreement and receive the Deposit as set forth in the foregoing provisions of this Section 24(a), Seller agrees not to terminate this Agreement but, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, Seller shall have all other rights and remedies available at law or in equity in the event Purchaser fails to perform any or all of the terms, covenants, conditions and agreements to be performed by Purchaser under the terms of this Agreement or otherwise defaults in any material respect under this Agreement with respect to its obligations to be performed on or before the Closing Date, provided that Seller gives Purchaser written notice of any such failure or default and that Purchaser does not cure or remedy such failure or default within fifteen (15) days following delivery of such notice to Purchaser.

Purchaser Defaults. In the event that Purchaser fails to pay the Purchase Price on the Closing Date, Purchaser and Seller agree that the actual damages that Seller shall sustain as a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Purchaser and Seller therefore agree that if Purchaser fails to pay the Purchase Price on the Closing Date, whether at or prior to the Closing, Seller’s remedy, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, shall be that Seller may elect to terminate this Agreement, to receive from the Escrow Agent, as full, complete and valid liquidated damages (and not as a penalty) the Deposit together with any interest earned thereon from Escrow Agent, and thereafter none Any of the parties hereto following acts or occurrences shall have any further liability constitute an event of default by Purchaser (each, a "Purchaser Default"): (a) So long as no Seller Default has occurred or obligation to the other parties hereunder, except for such indemnities, liabilities and obligations as are expressly stated to survive no notice of the termination of this Agreement. Except with respect Agreement shall have been given pursuant to Purchaser’s Section 4.3, any failure by Purchaser to pay purchase the Purchase Price Purchaser Contracts on the Closing Date or to pay any amounts due pursuant to this Agreement, which failure continues for which Seller may elect to terminate this Agreement and receive the Deposit as set forth in the foregoing provisions a period of this Section 24(a), Seller agrees not to terminate this Agreement but, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, Seller shall have all other rights and remedies available at law or in equity in the event Purchaser fails to perform any or all of the terms, covenants, conditions and agreements to be performed five (5) Business Days after discovery by Purchaser under or written notice of such failure given to Purchaser by Seller; (b) Failure on the terms part of this Agreement Purchaser duly to observe or otherwise defaults perform in any material respect under any other covenant or agreement of Purchaser set forth in this Agreement with respect to its obligations to be performed on Agreement, which failure continues for a period of ten (10) Business Days after discovery by Purchaser or before the Closing Date, provided that Seller gives Purchaser written notice of such failure given to Purchaser by Seller; (c) The entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver, or liquidator for Purchaser in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding or for the winding up or liquidation of its affairs, and the continuance of any such failure decree or default order unstayed and that in effect for a period of 60 consecutive days; (d) The consent by Purchaser does to the appointment of a trustee in bankruptcy, conservator, or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding of or relating to Purchaser or relating to all or substantially all of its property; or Purchaser shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (e) Any representation, warranty, covenant or statement of Purchaser made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and within ten (10) Business Days after written notice thereof shall have been given to Purchaser by Purchaser, the circumstance or condition in respect of which such representation, warranty, covenant or statement was incorrect shall not cure have been eliminated or remedy such failure or default within fifteen (15) days following delivery otherwise cured to the satisfaction of such notice to PurchaserSeller.

Purchaser Defaults. In Notwithstanding anything to the event that contrary contained in this Agreement, if (i) Purchaser fails has failed to pay satisfy the Purchase Price on the conditions set forth in Section 9.5(b) and Purchaser's failure shall continue for more than ten (10) days after receipt written notice from Seller of such failure and (ii) there exists no Pre-Closing DateBreaches and all conditions set forth in Section 9.6 have been satisfied, then Seller's and each Assigning Affiliate's sole and exclusive remedy will be to TERMINATE THIS AGREEMENT AND TO COLLECTIVELY RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES, AT WHICH TIME THIS AGREEMENT WILL BE NULL AND VOID AND NEITHER PARTY SHALL HAVE ANY RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR SECTION 3.2(c). Seller, each Assigning Affiliate, and Purchaser all acknowledge and Seller agree that (i) the Deposit is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller and/or the applicable Assigning Affiliate as a result of having withdrawn the Acquired Assets from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (ii) the actual damages that suffered and costs incurred by Seller shall sustain as a result thereof shall be substantial of such withdrawal and shall failure to close due to a default of Purchaser under this Agreement would be extremely difficult and impractical to determine. ; (iii) Purchaser and Seller therefore agree that if Purchaser fails seeks to pay the Purchase Price on the Closing Date, whether at or prior to the Closing, Seller’s remedy, provided that Seller is not then in material default limit its liability under this Agreement beyond any applicable notice to the Deposit in the event this Agreement is terminated and cure period, the transaction contemplated by this Agreement does not close due to a default of Purchaser under this Agreement; and (iv) the Deposit shall be that Seller may elect to terminate this Agreement, to receive from the Escrow Agent, as full, complete and constitutes valid liquidated damages (and not as a penalty) the Deposit together with any interest earned thereon from Escrow Agent, and thereafter none of the parties hereto shall have any further liability or obligation to the other parties hereunder, except for such indemnities, liabilities and obligations as are expressly stated to survive the termination of this Agreement. Except with respect to Purchaser’s failure to pay the Purchase Price Purchaser on the Closing Date for which Seller may elect to terminate this Agreement and receive the Deposit as set forth in the foregoing provisions of this Section 24(a), Seller agrees not to terminate this Agreement but, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, Seller shall have all other rights and remedies available at law or in equity in the event Purchaser fails to perform any or all of the terms, covenants, conditions and agreements to be performed by Purchaser under the terms of this Agreement or otherwise defaults in any material respect under this Agreement with respect to its obligations to be performed on or before the Closing Date, provided that Seller gives Purchaser written notice of any such failure or default and that Purchaser does not cure or remedy such failure or default within fifteen (15) days following delivery of such notice to Purchaser.

Purchaser Defaults. In the event that Purchaser fails to pay the Purchase Price on the Closing Date, Purchaser and Seller agree that the actual damages that Seller shall sustain as a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Purchaser and Seller therefore agree that if Purchaser fails to pay the Purchase Price on the Closing Date, whether at or prior to the Closing, Seller’s remedy, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, shall be that Seller may elect to terminate this Agreement, to receive from the Escrow Agent, as full, complete and valid liquidated damages (and not as a penalty) the Deposit together with any interest earned thereon from Escrow Agent, and thereafter none of the parties hereto shall have any further liability or obligation to the other parties hereunder, except for such indemnities, liabilities and obligations as are expressly stated to survive the termination of this Agreement. Except with respect to Purchaser’s failure to pay the Purchase Price Purchaser on the Closing Date for which Seller may elect to terminate this Agreement and receive the Deposit as set forth in the foregoing provisions of this Section 24(a), Seller agrees not to terminate this Agreement but, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, Seller shall have all other rights and remedies available at law or in equity in the event Purchaser fails to perform any or all of the terms, covenants, conditions and agreements to be performed by Purchaser under the terms of this Agreement or otherwise defaults in any material respect under this Agreement with respect to its obligations to be performed on or before the Closing Date, provided that Seller gives Purchaser written notice of any such failure or default and that Purchaser does not cure or remedy such failure or default within fifteen thirty (1530) days following delivery of such notice to Purchaser.

Purchaser Defaults. In the event that Purchaser fails to pay the Purchase Price on the Closing Date, Purchaser and Seller agree that the actual damages that Seller shall sustain as a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Purchaser and Seller therefore agree that if Purchaser fails to pay the Purchase Price on the Closing Date, whether at or prior to the Closing, Seller’s remedy, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, shall be that Seller may elect to terminate this Agreement, to receive from the Escrow Agent, as full, complete and valid liquidated damages (and not as a penaltyi) the Deposit together with any interest earned thereon from Escrow Agent, and thereafter none of the parties hereto shall have existence of any further liability uncured default by Purchaser hereunder; or obligation to (ii) Purchaser does not purchase the other parties hereunder, except for such indemnities, liabilities and obligations as are expressly stated to survive the termination of this Agreement. Except with respect to Purchaser’s failure to pay the Purchase Price Purchaser Property on the Closing Date for which any reason other than (A) the prior termination of this Agreement pursuant to the provisions hereof, (B) the existence of any unsatisfied condition to Purchaser’s obligations hereunder; or (C) the existence of an uncured default by Seller may elect hereunder; then, at such time or at any time thereafter, as Seller’s sole and exclusive remedy for any such default or event, Seller is entitled (but not required) to terminate this Agreement and receive the Deposit as set forth by notifying Purchaser thereof. Upon Seller’s termination of this Agreement pursuant to this Section 16(b), neither Party has any further rights, duties, or obligations hereunder, except for any indemnification obligations contained herein. The Parties have agreed that Seller’s actual damages in the foregoing event of a default by Purchaser would be extremely difficult or impractical to determine. Therefore, the Parties acknowledge that Fifty Thousand Dollars ($50,000.00) has been agreed upon, after negotiation, as the Parties’ reasonable estimate of Seller’s damages and, except as provided in the next sentence, as Seller’s exclusive remedy against Purchaser in the event of any default by Purchaser in Purchaser’s obligations pursuant to this Agreement. In addition to such liquidated damages, Seller shall be entitled to enforce Seller’s remedies under any indemnification contained in this Agreement and to collect any attorneys’ fees and other costs incurred in enforcing the provisions of this Section 24(a16(b), Seller agrees not to terminate this Agreement but, provided that Seller is not then in material default under this Agreement beyond any applicable notice and cure period, Seller shall have all other rights and remedies available at law or in equity in the event Purchaser fails to perform any or all of the terms, covenants, conditions and agreements to be performed by Purchaser under the terms . The provisions of this Agreement or otherwise defaults in Section 16(b) shall survive any material respect under termination of this Agreement with respect to its obligations to be performed on or before the Closing Date, provided that Seller gives Purchaser written notice of any such failure or default and that Purchaser does not cure or remedy such failure or default within fifteen (15) days following delivery of such notice to PurchaserAgreement.

Purchaser Defaults. In the event that Purchaser fails to pay the Purchase Price on the Closing Date, Purchaser and Seller agree that the actual damages that Seller shall sustain as may give a result thereof shall be substantial and shall be extremely difficult and impractical to determine. Purchaser and Seller therefore agree that if Purchaser fails to pay the Purchase Price on the Closing Date, whether at or prior to the Closing, Seller’s remedy, provided that Seller is not then in material notice of default under this Agreement beyond REPA (a "Seller Notice of Default") upon the occurrence of any applicable notice and cure periodof the following events, shall be unless caused by a breach by Seller of this REPA (each a "Purchaser Event of Default"). (a) The occurrence of any of the following events, except where done for the purpose of merger or reorganization that Seller does not affect the ability of the merged or reorganized entity, as the case may elect to terminate this Agreementbe, to receive from perform its obligations under this REPA: (i) Passage of a resolution by the Escrow Agentshareholders of Purchaser for the winding up of Purchaser; (ii) Admission in writing by Purchaser of its inability to pay its debts as they become due; (iii) Appointment of a Liquidator in a proceeding for the winding up of Purchaser, as fullafter notice to Purchaser and due hearing; or (iv) A court order winding up Purchaser; (b) Willful alteration of or tampering by Purchaser or its employees or agents with the Facility or Interconnection Facilities without the prior written consent of Seller, complete except in situations where such actions are taken to prevent immediate injury, death, or property damage and valid liquidated damages (and not as a penalty) the Deposit together Purchaser uses its best efforts to provide Seller with any interest earned thereon from Escrow Agent, and thereafter none advance notice of the parties hereto shall have any further liability or obligation to the other parties hereunder, except need for such indemnities, liabilities and obligations as are expressly stated to survive the termination of this Agreement. Except with respect to actions; (c) Purchaser’s failure to pay the Purchase Price Purchaser on the Closing Date for which Seller may elect to terminate this Agreement and receive the Deposit as set forth in the foregoing provisions of this Section 24(a), Seller agrees not to terminate this Agreement but, provided that Seller is not then in material default make any payment when required under this Agreement beyond any applicable notice and cure period, Seller REPA shall constitute an Event of Default unless: (i) Purchaser shall have all other rights and remedies available at law or cured the same after receipt of written notice thereof; or (ii) Purchaser has filed in equity in the event Purchaser fails to perform any or all of the terms, covenants, conditions and agreements to be performed by Purchaser under the terms of this Agreement or otherwise defaults in any material respect under this Agreement good faith a Billing Dispute with respect to its obligations to be performed on or before the Closing Date, provided that Seller gives such unpaid amounts and complied with Section 7.5; or (d) Any material breach by Purchaser written notice of any such failure representation, warranty or default and that Purchaser does not cure or remedy such failure or default within fifteen (15) days following delivery of such notice to Purchasercovenant in this REPA.