Default Remedies Indemnification Sample Clauses

Default Remedies Indemnification. 7.1 Seller’s Remedies; Liquidated Damages. IF THE TRANSACTION CONTEMPLATED HEREBY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY BY REASON OF SUCH DEFAULT BY BUYER, THE AMOUNT OF THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT, IN THE EVENT THE TRANSACTION CONTEMPLATED HEREBY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, SELLER’S ACTUAL DAMAGES BY REASON OF SUCH DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES IN THE EVENT THE TRANSACTION CONTEMPLATED HEREBY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 7.1, IF BUYER BRINGS AN ACTION AGAINST SELLER FOR AN ALLEGED BREACH OR DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT, RECORDS A LIS PENDENS OR ENJOINS OR RESTRICTS SELLER’S ABILITY TO SELL AND TRANSFER THE LOANS OR REFUSES TO CONSENT TO OR INSTRUCT ESCROW HOLDER WITH REGARD TO THE RELEASE OF THE DEPOSIT TO SELLER IF REQUIRED BY ESCROW HOLDER (EACH, A “BUYER’S ACTION”), SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OF THIS SECTION 7.1 FROM BRINGING AN ACTION AGAINST BUYER SEEKING EXPUNGEMENT OR RELIEF FROM ANY IMPROPERLY FILED LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, AND/OR RECOVERING FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) WHICH SELLER MAY SUFFER OR INCUR AS A RESULT OF ANY BUYER’S ACTION, BUT ONLY TO THE EXTENT THAT SELLER IS THE PREVAILING PARTY; AND THE AMOUNT OF ANY SUCH FEES, COSTS AND EXPENSES AWARDED TO SELLER SHALL BE IN ADDITION TO THE LIQUIDATED DAMAGES SET FORTH HEREIN. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO LIMIT BUYER’S LIABILITY TO SELLER FOR DAMAGES OR INJUNCTIVE RELIEF FOR BREACH OF BUYER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR FOR ATTORNEYS’ FEES AND COSTS AS PROVIDED IN SECTION 8.8 BELOW. SELLER’S INITIALS BUYER’S INITIALS
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Default Remedies Indemnification. Section 6.01 General Remedies of Authority and Redeveloper 6 Section 6.02 Limitation of Liability; Indemnification 6-7 ARTICLE VII MISCELLANEOUS Section 7.02 Notice Recording 7 Section 7.02 Governing Law 7 Section 7.03 Binding Effect; Amendment 7 Execution by the Authority 7 Execution by the Redeveloper 8 Exhibit A – Description of Premises Exhibit B – Description of Project
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Default Remedies Indemnification. In the event of a breach by Purchaser of its obligations under this Agreement, Seller may terminate this Agreement by written notice to Purchaser specifying the breach, and Purchaser shall have ten (10) business days opportunity to cure the same, unless the time period from the written notice of default from Seller to Purchaser is less than ten (10) business days from the Closing Date, in which case, Purchaser shall have until the Closing Date to cure such default; provided, however, that no such cure period shall apply for a breach of the obligation to close by the Closing Date. In the event of such termination, the Deposit made by Purchaser shall be retained by Seller as agreed and liquidated damages and as Seller’s sole and exclusive remedy for withholding the Property from the market and for expenses incurred and the parties shall thereupon be relieved of any further liability hereunder. In the event of a breach by Seller of its obligations under this Agreement, Purchaser shall have the right, at its option, to exercise one of the following remedies by written notice to Seller specifying the breach, and Seller shall have ten (10) business days opportunity to cure the same, unless the time period from the written notice of default from Purchaser to Seller is less than ten (10) business days from the Closing Date, in which case, Seller shall have until the Closing Date to cure such default (provided, however, that no such cure period shall apply for a breach of the obligation to close by the Closing Date): (i) terminate this Agreement by written notice transmitted to the Seller and the Escrow Agent, in which event Purchaser shall be entitled to immediately receive the return of the Deposit paid hereunder from Escrow Agent, Seller shall reimburse Purchaser for all of its actual and documented expenses incurred in investigating the Property, evaluating the transactions described herein and negotiating this Agreement and related documents, including, without limitation, attorneys’ and third party consultants’ fees and costs (collectively, the “Due Diligence Expenses”), and upon receipt by Purchaser of the full amount of the Deposit and the Due Diligence Expenses, the parties shall have no further liability hereunder, or (ii) in the alternative, Purchaser shall have the right to seek specific performance; provided, however, that in the event specific performance is not available to Purchaser due to any action of Seller, then Seller shall reimburse Purchaser ...
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Default Remedies Indemnification 
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Related to Default Remedies Indemnification

  • Indemnification; Remedies The Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each of the following parties participating in a Securitization Transaction: each Sponsor; each issuing entity; each Person (including, but not limited to, any Master Servicer if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:

  • Default Remedies A "Default" shall exist if any of the following ----------------- occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of a Default, the Lender shall be entitled to declare any of the amounts owed by the Company under the Note due and payable, whereupon they immediately will become due and payable without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Company).

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