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. 11.1.2. In addition to any other remedies available to Purchaser as a result of Sellers' breach of this Agreement (without legal excuse) resulting in the transactions contemplated herein not being consummated, Purchaser shall be entitled to have the Deposit returned to it promptly upon demand therefor. Except in the event of a breach by Sellers without legal excuse, the Deposit shall be non-refundable.
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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. 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. 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. 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 (i) terminate this Agreement; (ii) enforce this Agreement by suit for specific performance; or (iii) waive such breach (if discovered prior to the Closing) and close the purchase of the Assets contemplated.
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Related to Breach by Sellers

  • 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.

  • 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 Licensee a. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder. b. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. c. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

  • 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.

  • Breach by Resident Upon any breach by Resident of this Housing Agreement or a prior agreement between Resident and Owner or its affiliates, including community policies, Owner may without separate demand or notice except as provided by law, and in addition to other lawful remedies, do any one or more of the following: (i) collect any charge under this Housing Agreement or community policies, including reimbursement for costs of collection; (ii) terminate this Housing Agreement and/or Resident’s right to occupy the premises, and/or institute an action for eviction; (iii) sue to collect all past due charges and/or unpaid rent and other charges which become due through the End Date or until the bedroom space and all other bedroom spaces at the Property have been filled, with recovery by Owner of any discrepancy in rent rate and any expense incurred in obtaining the new resident contract; (iv) report any information to credit reporting agencies. Without limitation, Owner may terminate this Agreement for non-payment of rent or other charges, or upon any conduct by Resident that is prohibited by or in breach of this Agreement, or if, in the reasonable judgment of Owner, continued residency will or may be detrimental to the educational process or the health, safety and/or welfare of the other residents of the Property or any of the Property’s personnel. Upon any termination as described in this paragraph, Resident: (a) must fully vacate the bedroom space and apartment (including removing all personal belongings) within the time provided in the written notice given by Owner, and will have no further use of or access to the Property, the assigned apartment or bedroom space; and

  • TERMINATION BY MPS - BREACH BY CONTRACTOR If Contractor fails to fulfill its obligations under this Contract in a timely or proper manner, or violates any of its provisions, MPS shall thereupon have the right to terminate it by giving five (5) days written notice before the effective date of termination of the Contract, specifying the alleged violations, and effective date of termination. The Contract shall not be terminated if, upon receipt of the notice, Contractor promptly cures the alleged violation with five (5) days. In the event of termination, MPS will only be liable for services rendered through the date of termination and not for the uncompleted portion, or for any materials or services purchased or paid for by Contractor for use in completing the Contract.

  • 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). (b) Neither the execution and delivery of this Agreement by NDC, nor the consummation by NDC of the transactions contemplated hereby, nor compliance by NDC with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of NDC's Certificate of Incorporation or Bylaws, or (ii) constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any NDC Entity under, any Contract or Permit of any NDC Entity, or, (iii) subject to receipt of the requisite Consents referred to in Section 9.1(b), constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any NDC Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, applicable state corporate and securities Laws, and rules of the NYSE, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by NDC of the Merger and the other transactions contemplated in this Agreement.

  • 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.

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