BREACH BY THE PURCHASER. 27.1 Should the Purchaser –
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.
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.
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.
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;
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.
BREACH BY THE PURCHASER. Should the purchaser commit any breach of this agreement and remain or persist in such breach after the expiry of a period of seven (7) days after dispatch of a written notice to him requiring him to rectify or remedy such breach, then the seller shall be entitled, without prejudice to any other remedies that it may have at law, to:
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
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.
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.
