Default by Purchaser definition

Default by Purchaser means anyone of the following:
Sample 1
Default by Purchaser means a failure of Purchaser to materially comply with or satisfy any covenant or agreement contained in this Agreement, or a material breach of any representation or warranty of Purchaser contained in this Agreement, which is not cured by Purchaser within five (5) business days following Purchaser’s receipt of written notice from Seller (other than failure to close for any reason unrelated to a Default by Seller, in which case there shall be no notice or cure period; called the “Seller Notice”). If Closing is scheduled to occur less than five (5) business days after the date of the Seller Notice, Closing shall be extended by the number of days reasonably required to cure the default, not to exceed five (5) business days following Purchaser’s receipt of the Seller Notice. Upon the occurrence of a Default by Purchaser beyond any applicable cure period as set forth above, Seller may, by giving Purchaser written notice of Seller’s election to terminate this Agreement, in which case (i) this Agreement shall terminate and (ii) Seller shall retain the Deposit, including the Non-Refundable Deposit, together with all accrued interest thereon, as liquidated damages as Seller’s sole and exclusive remedy. In the event Seller terminates this Agreement pursuant to this Section 11.2, neither party shall have any further obligations to the other, except as set forth in this Agreement. The parties have agreed Seller’s actual damages, in the event of a default by Purchaser, would be extremely difficult or impractical to determine. The parties acknowledge the Deposit, including the Non-Refundable Deposit, has been agreed upon, after negotiation, as the parties’ reasonable estimate of Seller’s damages. Except as otherwise provided above in this Section 11.2, Seller expressly waives any and all claims for damages against Purchaser. C:\Users\vs1\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\94YH709S\Purchase and Sale Agmt (Belmar Villas-2).docx
Sample 1

Examples of Default by Purchaser in a sentence

  • If Substantial Completion is delayed due to an Event of Default by Purchaser or Force Majeure, the Project Schedule, including, but not limited to, Substantial Completion and Unit Installation dates for calculation of the bonus calculation shall be equitably extended to compensate for such delays pursuant to a Change Order hereunder.

  • Without limiting the generality of the foregoing and notwithstanding anything herein to the contrary, a termination of the Limited Notice to Proceed and the Contracts by IFCO for an Event of Default by Purchaser occurring on or before the date of the Financial Close for the Project, if any, shall not impair, diminish, release or otherwise affect Guarantor’s obligations hereunder.

  • Seller and Purchaser agree that it is difficult to determine the actual amount of Seller’s damages arising out of an Acquisition Default by Purchaser, but the amount of the Xxxxxxx Money is a fair estimate of those damages which has been agreed to by the Parties in a sincere effort to make the damages certain.

  • Notwithstanding the preceding sentence, the Seller shall be deemed to have released the License, effective upon the cure of such Event of Default by Purchaser and receipt by Seller of all payments and obligations required under this Agreement (including without limitation all Royalty Payments and all interest payable on account of any overdue payments).

  • Seller shall be entitled to offer and sell Shares during such 18-month period without Purchaser's written consent following an "Event of Default" by Purchaser under the Security Agreement, as defined therein.

  • The Materials shall be promptly returned to Seller upon termination of this Agreement or Default by Purchaser.

  • The Representations of Seller contained in Section 14(a) shall survive the Closing until the Survival Date set forth in Section 41 (Survival) hereof (the “Limitation Period”), subject to the provisions of Section 24 (Default by Purchaser or Seller).

  • If the Closing fails to occur solely as a result of an uncured Default by Purchaser, Seller will be entitled to retain the Deposit and the Additional Deposit, if any, as its sole and exclusive remedy for this Default.

  • In the event of an Acquisition Default by Purchaser, the Xxxxxxx Money will be delivered to or retained by Seller as liquidated damages, and not a penalty, in full satisfaction of Seller’s claims against Purchaser with respect to the Acquisition Default only.

  • Any such recording by Purchaser shall be a Default by Purchaser and shall entitle Seller to terminate this Contract and retain the Exxxxxx Money Deposit.

Related to Default by Purchaser

  • Purchaser Default has the meaning set forth in Section 12.2 (a).

  • Seller Default has the meaning set forth in Section 11.2.

  • 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 has the meaning specified in Section 8.01.

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

  • Default means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

  • PTC Event of Default means, with respect to each Trust Agreement, the failure to pay within 10 Business Days after the due date thereof: (i) the outstanding Pool Balance of the applicable Class of Certificates on the Final Legal Distribution Date for such Class or (ii) interest due on such Certificates on any Distribution Date (unless 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).

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

  • Loan Event of Default An “Event of Default” as defined in the 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)).

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

  • 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.

  • 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.

  • 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;

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

  • Material Event of Default means any Event of Default arising under Section 10.01(a), 10.01(b) (solely with respect to a default related to Section 8.01, 8.20 or 9.13), 10.01(f), 10.01(i), 10.01(j), 10.01(n) or 10.01(o).

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

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

  • Owner Event of Default shall have the meaning set forth in Section 12.3 hereof

  • Debenture Event of Default means an "Event of Default" as defined in the Indenture.

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

  • Lease Event of Default shall have the meaning specified in Section 17.1 of the Lease.

  • Landlord Default shall have the meaning given such term in Article 14.