Buyer Breach. In no event shall Buyer be entitled to claim under the above Limited Warranties if Buyer is in breach of its obligations, including but not limited to payment, hereunder.
Buyer Breach. By Seller if Buyer has breached any representation, warranty or covenant contained in this Agreement in any material respect, if Seller has notified Buyer of the breach and the breach has continued without cure for a period of thirty (30) calendar days after the notice of breach, provided that this termination right shall not be available with respect to breaches of representations and warranties unless the individual or aggregate impact of all inaccuracies of such representations and warranties would have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.
Buyer Breach. If any Buyer Party breaches any covenant, term or condition of the Agreement, after written notice from Seller and not less than ten (10) days to cure, then, provided Seller is not otherwise in default under any covenant, term or condition of the Agreement, after the expiration of any applicable notice and/or cure periods, Seller may terminate the Agreement, the Deposit Escrow Agent shall be instructed to pay to Seller from the Deposits, five hundred thousand dollars ($500,000.00) as liquidated damages, plus the total amount of any unpaid payment obligations owed by the Buyer Parties to Seller, including but not limited to payments for unpaid Operating Support through the date of termination, which shall be Seller’s sole and exclusive remedy with respect to a Buyer Partys’ breach prior to Closing. Thereafter, the balance of the Deposits shall be promptly returned to Buyer. If the breach by a Buyer Party occurs after the Closing, then Seller shall have all rights and remedies against the Buyer Parties and its successors and assigns, at law or in equity, including the right to seek monetary damages or injunctive relief.
Buyer Breach. Seller if:
Buyer Breach. If the Buyer commits a breach of this clause 12, and that breach increases the liability of the Seller in respect of a Claim, then the Seller is not liable to the extent that the non-compliance has increased the amount of the Claim.
Buyer Breach. If the sale of the Property is not closed by the date fixed therefor owing to failure of performance by Buyer, the Deposit shall be forfeited by Buyer and paid over to Seller, it being expressly acknowledged and agreed that in the event of the breach of any of the representations and warranties, covenants or agreements of Buyer in this Agreement (exclusive of any breach by Buyer of the provisions of Sections 3.2 or 10.12 of this Agreement and any indemnification or other obligation which by its terms survives the Closing or termination of this Agreement), Buyer's liability hereunder for such breach shall not exceed the amount of the Deposit in the aggregate, Seller hereby releasing Buyer from any liability beyond such amount of monetary damages other than with respect to claims arising out of any willful misconduct or fraudulent act (or failure to act) of Buyer or Buyer's officers, employees, agents, contractors, servants or representatives relating to the obligations of Buyer hereunder.
Buyer Breach. Buyer shall have performed and complied in all material respects with the covenants contained in this Agreement required to be performed and complied with by it on or prior to the Closing Date, and Seller shall have received a certificate signed by an executive officer of Buyer to such effect.
Buyer Breach. If Buyer fails to complete this transaction as a result of a breach by Buyer of any of its obligations in this Agreement, Seller may terminate this Agreement by written notice to Buyer. In the event of any claim by Seller of breach by Buyer, Seller shall provide notice in writing to Buyer of the claimed breach, and thereafter Buyer shall have 30 days in which to cure the alleged breach. Seller shall be entitled to additional remedies, as provided herein, for any breach regarding Confidential Information.
Buyer Breach. Buyer's breach of Section 11.7.6, as determined by a court of competent jurisdiction, will relieve Seller, to the extent of the losses, liabilities, claims or expenses suffered or incurred by such breach, of its obligation to indemnify Buyer for any Environmental Claim if and to the extent that such breach is materially prejudicial to Seller's ability to remediate such Environmental Claim.
Buyer Breach. Each of the following events or conditions shall constitute a breach by Buyer and shall give Seller the right, without an election of remedies, to terminate this Agreement or temporarily suspend performance by delivery of written notice: (a) Any failure by Buyer to pay amounts when due; or (b) any general assignment by Buyer for the benefit of its creditors, or if Buyer becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors, or makes or proposes to make any proposal or arrangement with creditors, or if any steps are taken for the winding up or other termination of Buyer or the liquidation of its assets, or if a trustee, receiver, or similar person is appointed over any of the assets or interests of Buyer; (c) Any representation or warranty furnished by Buyer in connection with this Agreement is false or misleading in any material respect when made; or (d) Any failure by Buyer to perform or comply with any material provision of this Agreement. Buyer shall be liable to the Seller for all Equipment furnished and all damages sustained by Seller (including lost profit and overhead).
