Default by Seller definition

Default by Seller means a failure by Seller to materially comply with or satisfy any covenant or agreement of Seller contained in this Agreement, or a material breach by Seller of any representation or warranty of Seller contained in this Agreement, which is not cured by Seller within five (5) business days following Seller’s receipt of written notice from Purchaser (other than failure to close for any reason unrelated to a Default by Purchaser, in which case there shall be no notice or cure period; called the “Purchaser Notice”). If Closing is scheduled to occur less than five (5) business days after the date of the Purchaser Notice, Closing shall be extended by the number of days reasonably required to cure the default, not to exceed five (5) business days following Seller’s receipt of the Purchaser Notice. Upon the occurrence of a Default by Seller beyond the cure period set forth above, Purchaser may, at any time at or prior to Closing, by giving to Seller written notice of its election to either, as Purchaser’s sole remedy (a) terminate this Agreement whereupon the Deposit, including, the Non-Refundable Deposit, shall be returned to Purchaser and Seller shall pay to Purchaser any and all “Purchaser’s Costs” (defined below) incurred as of the date of such termination; or (b) enforce specific performance of this Agreement. Upon termination of this Agreement by Purchaser and the return of the Deposit, including the Non-Refundable Deposit pursuant to this Section 11.1, neither party shall have any further obligations to the other, except as set forth in this Agreement. For purposes of this Agreement, “Purchaser’s Costs” shall mean the actual verifiable expenses incurred by Purchaser, together with any non-refundable “rate lock” or “spread lock” deposits or fees paid not more than five (5) business days prior to the Closing Date in connection with any proposed financing, not to exceed the total sum of $800,000, paid or payable to (A) to Purchaser’s attorneys in connection with the negotiation of this Agreement or the proposed purchase of the Property, (B) to third party consultants in connection with the performance of examinations, inspections and/or investigations of the Property or (C) to any potential lender in connection with any proposed financing of the Property. Seller’s obligation to pay the Purchaser’s Costs shall survive any termination of this Agreement.

Examples of Default by Seller in a sentence

  • For purposes of clarification, Buyer has no obligation to return Performance Assurance if the Agreement is terminated due to an Event of Default by Seller.

  • Upon termination the Buyer shall, and upon the occurrence of an Event of Default by Seller, the Buyer shall have the right to, immediately notify the ISO that (i) the assignment from the Buyer to Seller of the Ownership Share has been terminated, (ii) the Load Asset(s) shall be removed from Seller's account and placed in the account of the Buyer and (iii) Seller consents to such action.

  • If Buyer terminates this Agreement because of an Event of Default by Seller occurring prior to the Commercial Operation Date, the Termination Payment due to Buyer shall be equal to the sum of (x) all Delay Damages due and owing by Seller through the date of such termination plus (y) the full amount of the Development Period Security required to be provided to Buyer by Seller.

  • Buyer shall permit a Lender to Seller to cure an Event of Default by Seller under this Agreement within any cure periods provided to Seller for such Event of Default and subject to all rights and remedies of Buyer with respect to such Event of Default.

  • Default by Seller or Buyer shall entitle the non-defaulting party to claim as damages all reasonable costs, attorneys’ fees, and expenses in connection with enforcement of this Contract.

  • If Buyer terminates this Agreement because of an Event of Default by Seller occurring prior to the Commercial Operation Date, the Termination Payment due to Buyer shall be equal to the sum of (x) all Delay Damages due and owing by Seller through the date of such termination plus (y) the undrawn amount of any Development Period Security provided to Buyer by Seller.

  • Both Agent and its Principal or Principals shall be deemed “parties” to the Agreement and all references to a “party” or “either party” in the Agreement shall be deemed revised accordingly (and any Act of Insolvency with respect to Agent or any other Event of Default by Agent under Paragraph 11 of the Agreement shall be deemed an Event of Default by Seller or Buyer, as the case may be).

  • Further, during the continuation of an Event of Default by Seller, and until it has recovered all damages incurred on account of such Event of Default by Seller, without exercising its termination right, Buyer may offset its damages against any payment due Seller.

  • Seller expressly agrees that at any time after the occurrence of an Event of Default by Seller, or the delivery of a Termination Notice to Seller by the Buyer, the Buyer may exercise any rights it may have pursuant to the CSA.

  • Notwithstanding the license granted to Buyer in this Section 10.5, so long as no Event of Default by Seller which would entitle Buyer to terminate this Agreement has occurred and is continuing, Buyer agrees that Seller may operate the Facility and provide the energy and Capacity in accordance with its obligations under this Agreement.

Related to Default by Seller

  • Seller Default has the meaning set forth in Section 12.1.

  • Purchaser Default has the meaning set forth in Section 11.1.

  • Buyer Default refers to nonpayment of the Xxxxxxx Money in accordance with the provisions of this Agreement (including nonpayment or dishonor of any check delivered for the Xxxxxxx Money) and/or the failure of this transaction to close due to nonperformance, breach and/or default with respect to the Buyer’s obligation(s) under this Agreement. In the event of a Buyer Default, the following provisions shall apply:

  • Event of Default wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

  • Event of Default Sale As defined in Section 8.01(b) of the Servicing Agreement.

  • PTC Event of Default means, with respect to each Trust Agreement, the failure to distribute within 10 Business Days after the applicable Distribution Date: (i) the outstanding Pool Balance of the applicable Class of Certificates on the Final Legal Distribution Date for such Class or (ii) interest scheduled for distribution on such Certificates on any Distribution Date (unless, in the case of the Class A Trust Agreement or the Class B Trust Agreement, the Subordination Agent shall have made an Interest Drawing or a withdrawal from the Cash Collateral Account relating to a Liquidity Facility for such Class, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee entitled thereto).

  • Loan Event of Default means any of the events specified in Section 5.1 of the Loan Agreement, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, event or act has been satisfied.

  • Lease Event of Default Lease Default," "Majority in Interest of Note Holders," "Make-Whole Amount" or "Note Holder," or the percentage of Note Holders required to take or approve any action hereunder, (ii) reduce the amount, or change the time of payment or method of calculation of any amount, of Original Amount, Make-Whole Amount, if any, or interest with respect to any Equipment Note, or alter or modify the provisions of Article III hereof with respect to the order of priorities in which distribution thereunder shall be made as among the Note Holders, the Owner Trustee and Lessee, (iii) reduce, modify or amend any indemnities in favor of the Owner Trustee, the Mortgagee or the Note Holders (except that the Owner Trustee (in its individual capacity) or the Mortgagee, as the case may be, may consent to any waiver or reduction of an indemnity payable to it) or the other Indenture Indemnitees, (iv) consent to any change in the Trust Indenture or the Lease which would permit redemption of Equipment Notes earlier than permitted under Section 2.10 or 2.11 hereof or the purchase or exchange of the Equipment Notes other than as permitted by Section 2.13 hereof, (v) except as contemplated by the Lease or the Participation Agreement, reduce the amount or extend the time of payment of Basic Rent, Stipulated Loss Value, or Termination Value for the Aircraft in each case as set forth in the Lease, or modify, amend or supplement the Lease or consent to any assignment of the Lease, in either case releasing Lessee from its obligations in respect of the payment of Basic Rent, Stipulated Loss Value or Termination Value for the Aircraft or altering the absolute and unconditional character of the obligations of Lessee to pay Rent as set forth in Sections 3 and 16 of the Lease or (vi) permit the creation of any Lien on the Trust Indenture Estate or any part thereof other than Permitted Liens or deprive any Note Holder of the benefit of the Lien of this Trust Indenture on the Trust Indenture Estate, except as provided in connection with the exercise of remedies under Article IV hereof.

  • Customer Default shall have the meaning set forth in Section 11.1.

  • Default means any event which is, or after notice or passage of time or both would be, an Event of Default.

  • Owner Event of Default shall have the meaning set forth in Section 18.3.

  • Declaration Event of Default means an “Event of Default” as defined in the Declaration.

  • Material Event of Default means the occurrence of an Event of Default (as defined in the Senior Unsecured Loan Agreement) under any of the following sections of the Senior Unsecured Loan Agreement:

  • Specified Event of Default means an Event of Default under Section 7.01(a), (b), (h) or (i).

  • Acceleration Event of Default means an Event of Default under Section 5.1(a), (d), (e) or (f), whatever the reason for such Acceleration Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

  • Note Event of Default means any “Event of Default” specified in Section 5.1 of the Indenture.

  • Servicer Event of Default One or more of the events described in Section 7.01.

  • Mortgage Loan Event of Default means an “Event of Default” under and as defined in the Mortgage Loan Agreement.

  • Triggering Event of Default means (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes a Specially Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause (vii) of the definition of Special Servicing Loan Event)).

  • Events of Default has the meaning specified in Section 6.01.

  • Servicer Default means an event specified in Section 8.01.

  • Potential Event of Default means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

  • Bankruptcy Event of Default means any Event of Default under Section 8.01(f) of the Credit Agreement.

  • Employer default means having an outstanding balance or liability to the old fund or to the uninsured employers' fund or being in policy default, as defined in W. Va. Code § 23-2c-2, failure to maintain mandatory workers' compensation coverage, or failure to fully meet its obligations as a workers' compensation self-insured employer. An employer is not in employer default if it has entered into a repayment agreement with the Insurance Commissioner and remains in compliance with the obligations under the repayment agreement.

  • Company Event of Default bears the meaning ascribed thereto in Section 13.1; “Company Notice of Default” bears the meaning ascribed thereto in Section 13.2;

  • Master Servicer Event of Default wherever used herein, means any one of the following events: