BREACH BY THE PURCHASER Sample Clauses

BREACH BY THE PURCHASER. 27.1 Should the Purchaser – 27.1.1 fail to make payment on due date of any amount due to the Seller in terms of this Agreement; or 27.1.2 fail to fulfill any of his other obligations under this Agreement on due date, including failing to sign any documentation relating to the passing of transfer of the Property to the Purchaser and/or delivery of any certificates in terms of this Agreement, and remain in default of such obligation for a period of 7 (seven) days after receipt of written notice from the Seller demanding that the Purchaser rectifying such default then, and in any such event, the Seller shall be entitled, but not obliged, and without prejudice to any other rights the Seller may have in terms of this Agreement or at law to forthwith, and without further notice to the Purchaser, to – 27.1.2.1 claim specific performance by the Purchaser of the Purchaser’s obligations in terms of this Agreement; or 27.1.2.2 terminate this Agreement forthwith, in which event the Purchaser shall forthwith vacate the Property and restore vacant occupation thereof to the Seller. 27.2 Upon termination as a result of the breach by the Purchaser, the Seller shall be entitled to retain the deposit as reasonable pre-estimated damages in addition to any further rights it may have. 27.3 In the event that the Seller incurs any costs in the enforcement of the Seller’s rights in terms of this Agreement, or enforcement of any of the Purchaser’s obligations in terms of this Agreement, pursuant to a breach by the Purchaser of the Purchaser’s obligations in terms of this Agreement, the Purchaser shall be liable for the payment of such costs on a scale as between attorney and own client, including tracing fees and collection commission.
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BREACH BY THE PURCHASER. A breach of any representation or warranty of, or failure to perform any covenant or agreement by the Purchaser under this Agreement occurs that would cause any condition in Section 6.3(1) [Purchaser Representations and Warranties Condition] or Section 6.3(2) [Purchaser Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 4.8(3) provided that the Corporation is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.2(1) [Corporation Representations and Warranties Condition] or Section 6.2(2) [Corporation Covenants Condition] not to be satisfied;
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BREACH BY THE PURCHASER. 13.1. Should the Purchaser: 13.1.1. be wound-up, whether provisionally or finally and whether compulsorily or voluntarily or be placed under judicial management; or
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BREACH BY THE PURCHASER. If there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Purchaser pursuant to this Agreement that would give rise to the failure of any of the conditions contained in Section 8.3 and such breach, inaccuracy or failure has not been cured by the Purchaser within twenty (20) days of the Purchaser’s receipt of written notice from the Vendor of such breach, inaccuracy or failure to perform, the Vendor may terminate this Agreement and the obligations of the Vendor and the Purchaser under this Agreement, other than the obligations contained in Sections 12.2, 12.3 and 12.4, shall be terminated.
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BREACH BY THE PURCHASER. The Company or Newco may terminate this Agreement by written notice to the Purchaser if: (i) the representations and warranties of the Purchaser set forth in this Agreement were incorrect or incomplete as of the date of this Agreement or would be incorrect or incomplete as of the Closing, or (ii) the Purchaser fails to perform in any material respect the covenants and obligations that it is required to perform under this Agreement before the Closing, provided that neither the Company nor Newco may terminate this Agreement pursuant to this paragraph if the Purchaser could terminate this Agreement pursuant to Paragraph (h) below.
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BREACH BY THE PURCHASER. If the Company or Newco terminates this Agreement pursuant to Section 6.1(g), the Escrow Agent shall retain the Down Payment until the amount of damages suffered by the Company and Newco because of the reasons for the termination has been determined. At such time, the Escrow Agent shall deliver to the Purchaser an amount from the Down Payment equal to such damages and then deliver the balance of the Down Payment, if any, to the Purchaser.
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BREACH BY THE PURCHASER. The parties acknowledge that it is difficult or impossible to determine with precision the amount of actual damages that would or might be incurred by the Seller if the transactions contemplated by this Agreement were not consummated as a result of a material breach by Purchaser. Accordingly, if the Seller terminates this Agreement pursuant to Section 8.1(b) and the Seller is not in material breach of this Agreement or if Purchaser wrongfully terminates this Agreement, the Purchaser shall pay to the Seller Twenty-Five Million Dollars ($25,000,000) as liquidated damages ("Liquidated Damages"). The parties hereto agree in advance that the Liquidated Damages amount is a fair and equitable amount to reimburse Seller for damages sustained due to Purchaser's breach of this Agreement. Such right to Liquidated Damages shall be the Seller's sole and exclusive remedy (other than its right to recover attorneys' fees and costs pursuant to Section 9.4), and shall be in lieu of, the Seller's right to recover actual damages and to pursue any other remedies available to the Seller for the Purchaser's breach of this Agreement.
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BREACH BY THE PURCHASER. If this Agreement is terminated by the Seller pursuant to Section 12.1.2 (including the failure by Purchaser to timely close), then the Seller shall be entitled as its sole and exclusive remedy to reimbursement for any and all costs or expenses incurred or suffered by Seller in connection with or in respect of this Agreement and the transaction contemplated hereby.
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BREACH BY THE PURCHASER. If this Contract is breached by the Purchaser or if the Purchaser fails for any reason to complete the purchase of this Property in accordance with the terms set forth herein, the Seller shall have the right to elect to terminate this Contract. The right given to the Seller to make such election shall not be the Seller’s exclusive remedy, as the Seller shall have the right to pursue all other remedies, whether legal or equitable, which may be available to the Seller. To the extent allowed by law, the Purchaser shall indemnify and hold the Seller harmless against any damage or deficiency resulting from any breach or default of any part of this Contract by the Purchaser, which indemnification shall include reasonable costs and attorney's fees; provided, however, the indemnity shall not extend to (a) protect Seller from any pre-existing liabilities for matters merely discovered by Purchaser (i.e., latent environmental contamination), (b) any liens, claims, causes of action, damages, liabilities or expenses that are attributable to the action or inaction of Seller or its agent or employees, (c) any claim for diminution in the value of the Property, or (d) any consequential damages.
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Related to BREACH BY THE PURCHASER

  • 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 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 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 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.

  • Information to Be Provided by the Seller In connection with any Securitization Transaction the Seller shall (i) within ten Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (a) and (b) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Seller, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (d) of this Section. (a) If so requested by the Purchaser or any Depositor, the Seller shall provide such information regarding (i) the Seller, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (ii) each Third-Party Originator, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Seller and each Third-Party Originator; and (D) a description of any affiliation or relationship between the Seller, each Third-Party Originator and any of the following parties to a Securitization Transaction, as such parties are identified to the Seller by the Purchaser or any Depositor in writing in advance of such Securitization Transaction:

  • 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.

  • Material Breach of Contract In the event Contractor fails to deliver the product and services as contracted for herein, to the satisfaction of the City of Sparks or otherwise fails to perform any provisions of this Contract, the City, after providing five (5) days written notice and Contractor’s failure to cure such breach within the time specified in the notice, may without waiving any other remedy, make good the deficiencies and deduct the actual cost of providing alternative products and/or services from payment due the Contractor. Non-performance after the first notice of non-performance shall be considered a material breach of contract.

  • 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.

  • Waiver by the Company The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Eligible Subsidiary or any other Person.

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