Breach Before Closing Sample Clauses

Breach Before Closing. If, before the Closing, Purchaser obtains information that leads Purchaser to believe that Seller has or may have breached any representation, warranty, covenant, or other provision of this Agreement, Purchaser shall provide notice to Seller of such breach or potential breach promptly (but in any event within five Business Days) after discovery or before the Closing, whichever is earlier. If such a notice of breach or potential breach is delivered under this Section 10.16, or if Seller provides written notice to Purchaser of such a breach or potential breach by Seller, Seller shall have 30 days to cure any such breach, and the Closing shall be extended as and to the extent necessary (but not more than 30 days) to permit such cure; provided, however, that this Section 10.16 shall not apply to the willful refusal of Seller to close the Contemplated Transactions.
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Breach Before Closing. If, before any Closing, Purchaser believes that Seller has or may have breached any representation, warranty, covenant, or other provision of this Agreement, then Purchaser may provide notice to Seller of such breach or potential breach. If such a notice of breach or potential breach is delivered under this Section 10.17, or if Seller provides written notice to Purchaser of such a breach or potential breach by Seller, Seller shall have thirty (30) days to cure any such breach, and such Closing shall be extended as and to the extent necessary (but not more than thirty (30) days) to permit such cure; provided, however, that this Section 10.17 shall not apply to the willful refusal of Seller to close the Contemplated Transactions.
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Breach Before Closing. If, before the Closing, Purchaser obtains information that leads Purchaser to believe that Sellers, the Companies or the CAC Subsidiaries have or may have breached any representation, warranty, covenant, or other provision of this Agreement, Purchaser shall provide notice to such Party(ies) of such breach or potential breach promptly after discovery thereof. Notwithstanding the foregoing, the failure of Purchaser to notify Sellers, the Companies, or the CAC Subsidiaries of a breach shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Section 10.3(a) have been satisfied.
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Related to Breach Before Closing

  • Breach by Seller In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Property for any reason, except Purchaser’s default, Purchaser may: (1) enforce specific performance of this Contract; or (2) request that the Escrow Deposit, if any, shall be forthwith returned by the title company to Purchaser.

  • BREACH BY PURCHASER In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser’s obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to receive the Escrow Deposit, if any, from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller’s sole remedy hereunder in such event. If no Escrow Deposit has been made then Seller shall receive the amount of $500 as liquidated damages for any failure by Purchaser.

  • Independence from Material Breach Determination Except as set forth in Section X.D.1.c, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that CCH has materially breached this CIA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.D, below.

  • Condition to Closing Buyer acknowledges and agrees that the Closing is contingent upon the closing of the IPO, and that if, for whatever reason, the IPO is not completed, the Company shall not be obligated to issue and sell the Restricted Shares and Buyer shall not be required to purchase the Restricted Shares and this Agreement may be terminated in accordance with Section 5(k) below.

  • LIABILITY FOR FAILURE TO COMPLETE TRANSACTIONS If We do not