Breach by Xxxxx. In the event that Xxxxx breaches the foregoing covenant, the District shall be entitled to exercise all remedies available in law or in equity to enforce compliance including specific performance.
Breach by Xxxxx. Contractor may terminate the Agreement and cease all applicable Work if any of the following occur:
(a) Buyer fails to timely make any payment under the Agreement; (b) Buyer materially breaches any other term of the Agreement; (c) Buyer is adjudged bankrupt, is insolvent, or has a receiver appointed on account of insolvency; or (iv) there is a genuine dispute between Buyer and Contractor during the Work and such dispute is not resolved within five days of the dispute arising. If Buyer breaches the Agreement, and/or if Contractor terminates the Agreement under one of the bases noted above, Contractor shall be entitled to, and shall receive from Buyer, payment for all Work already performed and materials already ordered for the Work as of the date of Contractor’s termination of the Agreement and all other damages permitted under Iowa law, including but not limited to, lost profits.
Breach by Xxxxx. All covenants and agreements contained in this Agreement (including the Amended Use Agreement) are integral to this sale. Should Xxxxx fail to perform any covenant, condition, or agreement contained in this Agreement, and the default is not be cured within sixty (60) days after written notice of the default is served on District by Xxxxx, then the District may declare this sale to be null and void, and may repossess and use the Well and its appurtenances, subject to the terms and conditions of the original 1997 Well Use Agreement. In the event that District exercises it right to declare this sale null and void and repossess the Well and its appurtenances, the District shall promptly refund the Sales Price to Xxxxx.
Breach by Xxxxx. If Buyer breaches this Agreement, Seller shall be entitled to retain the Xxxxxxx Money as liquidated damages (not as a penalty, the parties hereby acknowledging that the Seller’s damages in the premises are uncertain) as its sole and exclusive remedy, and this Agreement shall thereupon terminate and neither party shall have any further rights, liabilities, or obligations hereunder, except for those obligations and liabilities that expressly survive termination hereof.
Breach by Xxxxx. Xxxxx’s breach of any of the foregoing obligations shall result in Breeder’s warranties set forth in this Agreement being null and void. If Buyer breaches any of the foregoing covenants and it becomes necessary to institute legal proceedings to effect enforcement of the agreement, Buyer shall pay all expenses, including reasonable attorney’s fees, incurred in connection with such legal proceedings.
Breach by Xxxxx. If Buyer shall fail to fully and timely perform any of its obligations hereunder, or if any material representation or warranty of Buyer shall be false or misleading, which in either case is considered by Seller to represent a material breach by Xxxxx, Seller shall deliver a notice of breach to Buyer and, if feasible, a reasonable period to cure. If Buyer fails to timely cure, Seller shall be entitled to exercise any and all remedies available at law or at equity; provided, however, the maximum aggregate liability of Buyer, and the maximum aggregate amount which may be awarded to and collected by Seller shall, under no circumstances whatsoever, exceed an amount equal to (A) Three Hundred Fifty Thousand Dollars ($350,000.00) less (B) the amount of the Deposit held by or disbursed to Seller.
Breach by Xxxxx. (a) It is expressly understood, acknowledged and agreed by Xxxxx that (i) the restrictions contained in Paragraphs 9 through 11 of this Agreement are given in consideration of the Company’s agreements contained herein, and represent reasonable and necessary protections of the legitimate interest of the Company and Parent and that Xxxxx’x failure to observe and comply with the covenants and agreements in those Paragraphs will cause irreparable harm to the Company and/or Parent; (ii) it is and will continue to be difficult to ascertain the nature, scope and extent of the harm; and (iii) a remedy at law for such failure by Xxxxx will be inadequate. Accordingly, it is the intention of the parties that, in addition to any other rights and remedies which the Company and Parent may have in the event of any breach of those paragraphs, the Company and Parent shall each be entitled, and each is expressly and irrevocably authorized by Xxxxx, to demand and obtain specific performance; including without limitation, temporary and permanent injunctive relief, and all other appropriate equitable relief against Xxxxx, in order to enforce against Xxxxx, or in order to prevent any breach or any threatened breach by Xxxxx, of the covenants and agreements contained in those paragraphs.
(b) Without limiting the foregoing, it is further acknowledged and agreed that Xxxxx’x entering into this Agreement was a major inducement to the Company to enter into the Asset Purchase Agreement. Therefore, Xxxxx and the Former Company as indicated below, acknowledge and agree that in the event of a breach by Xxxxx hereunder which constitutes “Cause,” then the Company shall be entitled to cease payment of the Earn-Out Payment for all periods of such breach.
