Breach by Sellers Sample Clauses

Breach by Sellers. By the Purchasers’ Representative, by giving written notice of such termination to the Sellers’ Representative, in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of a Seller, which breach (i) individually or in the aggregate, would result in, if occurring or continuing on the Launch Date, the failure of any condition set forth in Section 6.1 (Conditions to Launch of Offer) and Section 6.2 (Conditions to Obligations of the Purchasers at the Closing) to be satisfied, and (ii) shall be incapable of cure prior to the Final Closing Date or has not been cured upon the earlier to occur of (A) sixty (60) days after the giving of written notice to the Sellers’ Representative of such breach and (B) three (3) days before the Final Closing Date; provided, however, that the right to effect a termination of this Agreement under this Section 9.1(f) (Termination of this Agreement) shall not be available if any member of the Purchasers’ Group then is in material breach of its representations, warranties, agreements or covenants hereunder.
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Breach by Sellers. In the event that any of the Sellers default in their obligations under this Agreement, then Purchasers’ sole and exclusive remedy shall be to elect one of the following: (i) to terminate this Agreement and receive a refund of the Deposit from Escrow Holder and, if the Closing fails to occur by reason of Sellers’ willful and intentional refusal or failure to perform their obligations hereunder, Purchasers shall be entitled to recover from Sellers all out-of-pocket expenses incurred by Purchasers in connection with this Agreement up to a maximum amount of $100,000, upon submission of invoices evidencing such costs, or (ii) to commence an action for specific performance, provided, however, that any action under this Section 5.6 must be commenced within sixty (60) days of Sellers’ default, Purchasers waiving their respective right to bring any suit at any later date to the extent permitted by law. Purchasers shall have no right to seek or recover any damages from Sellers in the event of a default by Sellers under the terms of this Agreement (except as provided above with respect to recovery of expenses). Notwithstanding anything to the contrary set forth in this Section 5.6, in the event that (i) any of the Sellers willfully and intentionally default in their obligations hereunder resulting in failure of Closing to occur, (ii) Sellers sell or enter into a contract of sale to sell either the Property or the Aggregate Partnership Interests to a third party within sixty days of the termination of this Agreement, (iii) Purchasers are unable (as distinguished from Purchasers electing not to pursue specific performance) to obtain specific performance as a remedy under this Section 5.6 and (iv) the intentional and willful default of Sellers was performed primarily for the purpose of frustrating the ability of Purchasers’ to obtain specific performance hereunder, then Purchasers, as their sole and exclusive remedy, shall be entitled to recover from Sellers the difference between (a) the sales price under such third party contract of sale (after subtracting all closing and transaction costs incurred by Sellers thereunder) minus (b) the Purchase Price under this Agreement (after subtracting all estimated closing and transaction costs that would have been incurred by Sellers thereunder). In electing to exercise any remedy hereunder, Purchaser I and Purchaser II must jointly exercise the same remedy and are not permitted to pursue different remedies against Sellers.
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Breach by Sellers. 11.1.1. Sellers acknowledge that the business of Protective is unique and that, in the event of Sellers' breach of this Agreement, Purchaser's damages would be difficult or impossible to determine. Therefore, Sellers agree that, in addition to any other remedies available to Purchaser, Purchaser shall be entitled to injunctive relief and to specific performance of this Agreement by Sellers.
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Breach by Sellers. By PCTH, if either of the Sellers breaches any of his representations and warranties in any material respect or fails to comply in any material respect with any of his agreements contained herein.
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Breach by Sellers. If the Purchasing Parties terminate this Agreement pursuant to Section 9.1(e), the Purchasing Parties shall be entitled to exercise all rights and remedies which Purchaser may be afforded at law or in equity.
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Breach by Sellers. By Buyer, if there has been a breach of, or inaccuracy in, any of the representations, warranties, covenants or agreements of Sellers that would cause the failure of a condition set forth in Section 7.1(a) or Section 7.1(b) to be satisfied and such breach or inaccuracy is either not capable of being cured prior to the Closing or if capable of being cured, is not so cured within thirty (30) days after Buyer has provided written notice thereof to Sellers;
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Breach by Sellers. 27 10.1 Escrow . . . . . . . . . . . . . . . . . . . . 27 10.2 Remedy . . . . . . . . . . . . . . . . . . . . 27 10.3 Limitations . . . . . . . . . . . . . . . . . 28 10.4 Liability . . . . . . . . . . . . . . . . . . 29 ARTICLE XI. MISCELLANEOUS . . . . . . . . . . . . . . . 29
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Breach by Sellers. If the sale contemplated by this Agreement is not consummated because of a Seller's breach or failure to perform its obligations
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Breach by Sellers. In the event of a beach of Sellers' covenants or warranties and failure by Sellers to cure such breach after notice within the time provided for Closing, in addition to remedies provided under law and elsewhere in this Agreement, Buyer may, at Buyer's election
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Related to Breach by Sellers

  • Breach by Seller In the event that Seller shall fail to consummate this Agreement for any reason, except Purchaser’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser, as its sole and exclusive remedy may either (a) terminate this Agreement and receive a refund of the Xxxxxxx Money, and neither party shall have any further right or obligation hereunder other than the Surviving Obligations, or (b) pursue the remedy of specific performance of Seller’s obligations under this Agreement; provided, however, that (i) Purchaser shall only be entitled to such remedy if (A) any such suit for specific performance is filed within sixty (60) days after Purchaser becomes aware of the default by Seller, (B) Purchaser is not in default under this Agreement beyond any applicable notice and cure period, (C) Purchaser has tendered an amount equal to three percent (3%) of the Purchase Price to the Title Company in immediately available funds and the Title Company has acknowledged receipt of same, in writing, to Seller, and (D) Purchaser has furnished ten (10) days prior written notice to Seller of its intent and election to seek specific enforcement of this Agreement; and (ii) notwithstanding anything to the contrary contained herein, Seller shall not be obligated to expend any sums to cure any defaults under this Agreement and if Purchaser seeks specific performance under this Agreement, Purchaser agrees to accept the Property in its “AS IS, WHERE IS” condition Purchaser hereby agrees that prior to its exercise of any rights or remedies as a result of any defaults by Seller, Purchaser will first deliver written notice of said default to Seller, and if Seller so elects, Seller shall have the opportunity, but not the obligation, to cure such default within ten (10) days after Seller’s receipt of such notice. In no event whatsoever shall Purchaser file any instrument of record against title to the Property; provided, however, Purchaser may file a lis pendens of this Agreement simultaneously with its filing of a suit for specific performance pursuant to this Section 8.1. Notwithstanding any of the foregoing to the contrary, in no event whatsoever shall Purchaser have the right to seek money damages of any kind as a result of any default by Seller under any of the terms of this Agreement. In no event shall Seller be liable to Purchaser for any punitive, speculative or consequential damages.

  • Breach by Purchaser Subject to Section 8.3 below, in the event that Purchaser breaches any of its covenants, representations or warranties set forth in this Agreement, including failure by Purchaser to consummate this Agreement for any reason, except Seller’s default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Seller, as its sole and exclusive remedy, may terminate this Agreement and thereupon shall be entitled to receive the Xxxxxxx Money as liquidated damages (and not as a penalty). Seller and Purchaser have made this provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and Seller and Purchaser agree that the Xxxxxxx Money represents a reasonable forecast of such damages.

  • Breach by Lessor Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph 13.5, a reasonable time shall in no event be less than thirty (30) days after receipt by Lessor, and by any Lender(s) whose name and address shall have been furnished to Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Lessor shall not be in breach of this Lease if performance is commenced within such thirty (30) day period and thereafter diligently pursued to completion.

  • Breach by Employee Employee hereby expressly covenants and agrees that the Company will suffer irreparable damage in the event any provisions of Sections 10, 11 and 12 are not performed or are otherwise breached and that the Company shall be entitled as a matter of right to an injunction or injunctions and other relief to prevent a breach or violation by Employee and to secure its enforcement of Section 10, 11 and 12 resort to such equitable relief, however, shall not constitute a waiver of any other rights or remedies which the Company may have.

  • 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.

  • Authority; No Breach By Agreement (a) NDC has the corporate power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, including the Merger, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of NDC. This Agreement represents a legal, valid, and binding obligation of NDC, enforceable against NDC in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought).

  • Breach by Landlord Landlord shall not be deemed in breach of this Lease unless Landlord fails within a reasonable time to perform an obligation required to be performed by Landlord. For purposes of this Paragraph 13.5, a reasonable time shall in no event be less than thirty (30) days after receipt by Landlord, and by any Lender(s) whose name and address shall have been furnished to Tenant in writing for such purpose, of written notice specifying wherein such obligation of Landlord has not been performed; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of this Lease if performance is commenced within such thirty (30) day period and thereafter diligently pursued to completion.

  • Breach by Executive Executive is obligated under this Agreement to render services of a special, unique, unusual, extraordinary, and intellectual character, which give this Agreement particular value. The loss of these services cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to other remedies provided by law or this Agreement, Employer shall have the right during the Term and any period of non-competition governed by this Agreement, to seek injunctive relief against breach or threatened breach of this Agreement by Executive or the performance of services, or threatened performance of services, by Executive in violation of this Agreement, or both. This Section is not meant to limit the damages the Employer may pursue and is not meant to be an exhaustive list of the relief available to the Employer.

  • Breach In the event of any actual or apparent theft, unauthorized use or disclosure of any Personally Identifiable Information, the Asset Representations Reviewer will commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and as soon as practicable following discovery of any such event, provide the Issuer and the Sponsor notice thereof, and such further information and assistance as may be reasonably requested.

  • No Misrepresentation or Breach of Covenants and Warranties The representations and warranties of the Company and the Sellers made in this Agreement (reading such representation and warranty without regard to any Material Adverse Effect or materiality qualification) shall be true and correct in all respects: (a) as of the date hereof; and (b) on and as of the Closing Date, as though made on such date, except (in the case of both clauses (a) and (b) above) (i) for those representations and warranties that are made as of a specific date (which shall be true and correct as of such respective date) and (ii) to the extent any breaches of such representations and warranties would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect. The Company and the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company on or before the Closing Date, and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of the Company confirming the foregoing. Each Seller shall have delivered to Buyer certificates representing all of the Shares set forth opposite such Seller’s name on Schedule 1.1 duly endorsed in blank and bearing or accompanied by all requisite stock transfer stamps.

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