Breach by Buyer. Buyer’s breach of any of the foregoing obligations shall result in Breeder’s warranties set forth in this Agreement being null and void.
Breach by Buyer. In the event of a breach of Buyer's covenants or warranties herein and failure of Buyer to cure such breach within the time provided for Closing, Seller's sole remedy shall be to terminate this Agreement and retain Buyer's Earnest Money Deposit as agreed liquidated xxxxxxx for such breach, and upon payment in full to Seller of such amounts, the parties shall have no further rights, claims, liabilities or obligations under this Agreement (except as survive termination).
Breach by Buyer. If Buyer defaults on any provision hereof, Seller, as a condition precedent to the exercise of its remedies or termination of this Agreement, shall be required to give Buyer written notice of the same. Buyer shall have 3 Business Days from the receipt of such notice to cure the default. If Buyer timely cures the default, the default shall be deemed waived and this Agreement shall continue in full force and effect. If Buyer fails to timely cure such default, Seller shall be entitled to terminate this Agreement pursuant to the terms of this Section 13.2. IF SELLER TERMINATES THIS AGREEMENT PURSUANT TO THIS SECTION 13.2 DUE TO BUYER’S FAILURE TO CONSUMMATE THE CLOSING IN BREACH HEREOF, BUYER AND SELLER AGREE THAT SELLER’S ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. THE PARTIES THEREFORE AGREE THAT, IN SUCH EVENT, SELLER, AS SELLER’S SOLE AND EXCLUSIVE REMEDY, IS ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON), IN WHICH CASE (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF BUYER AND SELLER HEREUNDER SHALL BE OF NO FURTHER FORCE OR EFFECT AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER OTHER THAN PURSUANT TO ANY PROVISION HEREOF WHICH EXPRESSLY SURVIVES THE TERMINATION OF THIS AGREEMENT, (B) ESCROW AGENT SHALL DELIVER THE DEPOSIT (EXCLUSIVE OF INTEREST AND DIVIDENDS EARNED THEREON) TO SELLER PURSUANT TO SELLER’S INSTRUCTIONS, AND THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES, (C) ALL TITLE AND ESCROW CANCELLATION CHARGES, IF ANY, SHALL BE CHARGED TO BUYER, AND (D) ESCROW AGENT SHALL DELIVER TO BUYER ALL INTEREST AND DIVIDENDS EARNED ON THE DEPOSIT. THE PARTIES HEREBY AGREE THAT THE AMOUNT OF THE DEPOSIT IS A FAIR AND REASONABLE ESTIMATE OF THE TOTAL DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT OF BUYER’S FAILURE TO CONSUMMATE THE CLOSING IN BREACH HEREOF. SELLER IRREVOCABLY WAIVES THE RIGHT TO SEEK OR OBTAIN ANY OTHER LEGAL OR EQUITABLE REMEDIES, INCLUDING THE REMEDIES OF DAMAGES AND SPECIFIC PERFORMANCE FOR BUYER’S FAILURE TO CONSUMMATE THE CLOSING IN BREACH HEREOF. SELLER AND BUYER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 13.2, AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. /s/ X.X. Xxxx III /s/ AK Seller’s Initials Buyer’s Initials
Breach by Buyer. If Buyer breaches its obligations under this Agreement, Seller’s sole remedy shall be to terminate the Agreement and retain the Deposit as agreed liquidated damages for such breach, and upon payment in full to Seller of such Deposit, Seller will have no further rights, claims, liabilities or obligations under the Agreement (except those obligations that expressly survive termination). The parties agree that such liquidated damages are not a penalty or forfeiture and because it would be difficult to determine actual damages, the Deposit reflects a reasonable estimate of the damages incurred by Seller under this Agreement.
Breach by Buyer. In the event of a breach of Buyer’s obligations herein, Seller’s sole legal and equitable remedy (except for breaches related to Buyer’s indemnity and insurance obligations) shall be to terminate this Agreement and retain Buyer’s Xxxxxxx Money Deposit as AGREED LIQUIDATED DAMAGES for such breach, and upon payment in full to Seller of such Xxxxxxx Money Deposit, the parties shall have no further rights, claims, liabilities or obligations under this Agreement (except the indemnity and insurance obligations of Buyer, for which Seller, in the event of a breach thereof by Buyer, shall have available to it all remedies at law or in equity).
Breach by Buyer. By Seller in the event of a material breach of this Agreement by Buyer such that if the Closing Date were the date of determination of such breach, the condition in Section 7.1 would not be satisfied; provided that if such Buyer’s breach is capable of being cured prior to all other applicable conditions to Closing being met and Buyer is diligently seeking to cure such breach, such termination by Seller shall be effective only when such other conditions are met and Seller’s breach has not been cured;
Breach by Buyer. Buyer’s breach of any of the foregoing obligations shall result in Breeder’s warranties set forth in the agreement being null and void and gives the Breeder the right to have puppy/dog immediantly returned to Breeder at no charge.
Breach by Buyer. No such termination will relieve Buyer from liability for breach of its obligations under this Agreement, and in such event the Sellers shall have all rights and remedies available at law or equity, including the right of specific performance against Buyer.
Breach by Buyer. (a) Upon the occurrence of any of the following events (each a “Breach”) by Buyer: (i) Seller shall not have received a payment due from Buyer by the date such payment is due under the Order, and such failure shall remain uncured for a period of three (3) days; (ii) the failure of Buyer to perform any other obligation in the Order and such failure is not excused or cured within ten (10) days after written notice thereof; and (iii) the occurrence of a Bankruptcy Event with respect to Buyer, then Seller, in its sole discretion and without prior notice to Buyer, may do any one or more of the following: (a) suspend performance under the Order or any other agreement between Buyer and Seller; and/or (b) cancel the Order or any other agreement between Buyer and Seller, whereby any and all obligations of the Buyer, including payments or deliveries due, will, at the option of the Seller, accelerate and become immediately due and payable or deliverable, as applicable, and/or (c) seek specific performance with respect to the Order.
(b) If Seller suspends performance and withholds product delivery as permitted above, Seller may sell the product to a third party and deduct from the proceeds of such sale the purchase price and all reasonable costs resulting from Buyer’s breach as identified above, including, without limitation, all costs associated with the transportation (including, without limitation, demurrage and other vessel or shipping related charges), storage, and sale of the product. The foregoing rights shall be cumulative and alternative and in addition to any other rights or remedies to which the Seller may be entitled at law or in equity. In addition, Seller shall be entitled to recover from the Buyer all court costs, reasonable attorneys’ fees and expenses incurred by the Seller in connection with the Buyer’s default, and interest on past due amounts at the rate specified in Section 5 hereof. “Bankruptcy Event” means the occurrence of any of the following events with respect to Buyer: (i) filing of a petition or otherwise commencing, authorizing or acquiescing in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law; (ii) making of an assignment or any general arrangement for the benefit of creditors; (iii) having a bankruptcy petition filed against it and such petition is not withdrawn or dismissed within thirty (30) days after such filing; (iv) otherwise becoming bankrupt or insolvent (however...
Breach by Buyer. If Buyer breaches its obligations under this Agreement, Seller’s sole and exclusive legal and equitable remedy will be to terminate this Agreement and retain the Deposit as agreed liquidated damages for such breach, and upon payment in full to Seller of such Deposit, Seller will have no further rights, claims, liabilities or obligations under this Agreement (except those obligations that expressly survive the termination of this Agreement). In the event of such breach and termination, Seller agrees to provide a completed W-9 to Closing Agent (or such other like document as Closing Agent may request) prior to being entitled to the Deposit. The parties agree that such liquated damages are not a penalty or forfeiture and because it would be difficult to determine actual damages, the Deposit reflects a reasonable estimate of the damages incurred by Seller under this Agreement. In no event under this Section 6.2 shall Buyer be liable to Seller for actual, special, consequential or punitive damages, or the remedy of specific performance.
