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 either Seller is entitled to terminate this Agreement pursuant to Section 9.1(c) (at a time when either Seller could have terminated this Agreement pursuant to Section 9.1(d) or Section 9.1(f)), Section 9.1(d) or Section 9.1(f), in each case where:
(i) Buyer is in Willful Breach of this Agreement (for any and all purposes of this Agreement, it being understood and agreed that, any failure by Buyer to consummate the transactions contemplated by this Agreement that results from a Financing Failure shall not in and of itself be deemed to be a Willful Breach by Buyer), then, in such event, Sellers shall be entitled to elect, at Sellers’ sole discretion, one of the following two options: (A) seek a decree or order of specific performance in lieu of termination of this Agreement pursuant to the terms of Section 11.19; or (B) terminate this Agreement pursuant to Section 9.1(c) (at a time when either Seller could have terminated this Agreement pursuant to Section 9.1(d) or Section 9.1(f)), Section 9.1(d) or Section 9.1(f), in which case Sellers shall promptly receive, no later than three (3) Business Days after termination of this Agreement, an aggregate amount equal to the sum of (x) $30,000,000, plus (y) all reasonable out-of-pocket costs and expenses incurred by Sellers in connection with any proceedings to enforce their rights pursuant to this Section 9.2, plus (z) any interest accrued thereon, at the rate of 10% per annum, from and after the date that is three (3) Business Days after the date of termination until such amount is paid in full (such sum, the “Reverse Termination Fee”) from Buyer by wire transfer of immediately available funds to an account or accounts designated in writing by Sellers (it being understood and agreed that in no event shall Buyer be required to pay the Reverse Termination Fee on more than one occasion, whether or not the Reverse Termination Fee may be payable under more than one provision of this Agreement at the same time or at different times and the occurrence of different events); provided, that the Parties acknowledge and agree that, to the extent Sellers elect in writing to terminate this Agreement and receive the Reverse Termination Fee under clause (B), (1) such payment or right to receive such payment or payments (in the manner set forth in this Section 9.2(b)(i)) shall be the sole and exclusive remedy (other than with respect to any liability or obligation resulting from any Fraud prior to termination) against Buyer or...
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. 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. 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).
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. Seller if:
(i) any condition to the obligations of Seller hereunder becomes incapable of fulfillment other than as a result of a breach by Seller of any covenant or agreement contained in this Agreement, and such condition is not waived by Seller; or
(ii) there has been a breach by Buyer of any representation, warranty, covenant or agreement contained in this Agreement or the Buyer Disclosure Schedule (unless such breach is cured within the earlier of (x) thirty (30) days after written notice from the Seller to the Buyer and (y) the End Date), or if any representation or warranty of Buyer shall have become untrue, in either case such that the conditions set forth in Sections 5.2(a) or 5.2(b) would not be satisfied by the End Date.
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. 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.
9.10.1. 买方违反。若任何买方违反本协议任何约定、条款或条件，经卖方书面通知 且在不少于十（10）天的补救期限后，如果卖方在其他方面没有违反本协议项下的任何约 定、条款或条件，则在任何适用通知和/或补救期限届满后，卖方可终止本协议，而押金 托管代理人将收到指示，从押金中向卖方支付伍拾万美元（$500,000.00）作为损害赔偿金，同时向卖方支付各买方拖欠的任何未付债务总额，包括但不仅限于终止日期之前未付营运 扶助款的支付，对于买方在交割日之前的任何违约行为，这是卖方的唯一及专属补救措施。此后，押金余额应及时返还买方。如果买方在交割日之后违反本协议，则卖方应享有法律 或衡平法上针对买方及其继任人和受让人的一切权利和补救措施，包括寻求金钱赔偿或禁 令救济的权利。
