Common use of Buyer Default Clause in Contracts

Buyer Default. (a) This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if: (i) (A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; provided that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i) if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.1(a), (i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.1(c). (c) In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Xxxxxxx Money is held in the form of immediately available wired funds, disburse the Xxxxxxx Money (together with interest thereon) to the Sellers or (ii) to the extent the Xxxxxxx Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Xxxxxxx Money is a reasonable approximation thereof. Accordingly, the Xxxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

Buyer Default. (a) This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if: (i) (A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; provided that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i) if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.1(a), , (i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.1(c). (c) In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Xxxxxxx Money is held in the form of immediately available wired funds, disburse the Xxxxxxx Money (together with interest thereon) to the Sellers or (ii) to the extent the Xxxxxxx Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Xxxxxxx Money is a reasonable approximation thereof. Accordingly, the Xxxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.and

Buyer Default. (a) This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) Closing if the Closing and (y) the Initial Closing if: (i) (A) does not occur by reason of a material breach or default by the Buyer shall have breached any representation or warranty or failed in the performance of its obligation to purchase the Assets under this Agreement (including, without limitation, Buyer’s failure to comply with the requirements of Section 6.1)) or if any obligation Other PSA Closing does not occur by reason of a material breach or covenant applicable to default by the Buyer that would cause any condition in the performance of its obligation to Closing set forth in Section 5.1 not to be satisfiedpurchase the applicable Other PSA Assets under such Other PSA (including, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failurewithout limitation, or (B) the Buyer shall have breached any representation or warranty or failed Buyer’s failure to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in requirements of Section 5.1 6.1 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failurePSA); provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; provided that the Sellers shall not have the right to terminate Seller terminates this Agreement pursuant to this Section 13.1(a)(i) if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.1(a), (i) then the Sellers Seller shall be required to terminate each Other PSA pursuant to Section 13.1(a) of each Other PSA. (b) In the event this Agreement is terminated pursuant to subsection 13.1(a), and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (Ai) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (Bii) as set forth in Section subsection 13.1(c). (c) In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i13.1(a), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Xxxxxxx Money is held in the form of immediately available wired funds, disburse the Xxxxxxx Money (together with interest thereon) to the Sellers or (ii) to the extent the Xxxxxxx Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers Seller and the Sellers Seller shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Xxxxxxx Money is a reasonable approximation thereof. Accordingly, the Xxxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

Buyer Default. (a) This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Initial Closing and (y) the “Initial Closing Closing” under any Other PSA if: (i) (A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Initial Closing Conditions set forth in Section 5.1 not to be satisfied, and such condition to Initial Closing Condition is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Initial Closing Conditions set forth in Section 5.1 of such Other PSA not to be satisfied, and such condition to Initial Closing Condition to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; provided that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i) if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets Business is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.1(a), (i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.1(c). (c) In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Xxxxxxx Money is held in the form of immediately available wired funds, disburse the Xxxxxxx Money (together with interest thereon) to the Sellers or (ii) to the extent the Xxxxxxx Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Xxxxxxx Money is a reasonable approximation thereof. Accordingly, the Xxxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

Buyer Default. Each of the following shall be a “Buyer Default”, which, if not cured within the time permitted (aif any) This Agreement may be terminated by the Sellers prior under this Agreement, shall give rise to the earliest to occur right on the part of (x) the Closing and (y) the Initial Closing if: (i) (A) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; provided that the Sellers shall not have the right Seller to terminate this Agreement pursuant to this Section 13.1(a)(iClause 0, provided, however, that no such event shall become a Buyer Default if it results from (i) if any a breach by Seller of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or , (ii) a finalSeller Default or (iii) the occurrence of a Force Majeure Event: (a) a breach by Buyer of any of its obligations other than those referred to elsewhere in this Clause 0 which adversely affects the performance of its material obligations under this Agreement which continues for thirty (30) Days which has not been cured during a Cure Period of thirty (30) Days from receipt of a Cure Notice (or if such failure cannot be remedied within such thirty day (30) cure period but is susceptible of remedy within a longer period, nonappealable order, writ, judgment, injunction, decree, lawsuch thirty (30) day period shall be extended for up to an additional sixty (60) days so long as (x) Buyer has commenced action reasonably planned to remedy such default and continues diligently to pursue such action and (y) such default could not reasonably be expected to have a material adverse effect on Seller during such extended cure period), or regulation permanent restraining or prohibiting a series of breaches by Buyer of any of its obligations other than those referred to elsewhere in this Clause 0 which adversely affects the transfer performance of the Transferred Assets is entered by or with its material obligations under this Agreement which continues for an aggregate of ninety (90) Days in any Governmental Authority.year, for which there shall be no Cure Period; (b) In any failure by Xxxxx to pay to Seller any undisputed sum of money due and owing within thirty (30) Days from the date when such sum was first due and demanded, provided, however, that no such failure to pay shall constitute a Buyer Default in the event this Agreement is terminated pursuant to Section 13.1(a), (i) then that Xxxxxx receives the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a) sum of each Other PSA, money due and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to owing by drawing on the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.1(c).Buyer Payment Security; (c) In the event the Sellers terminate any statement, representation or warranty made by Buyer herein or in any certificate or contract delivered or made under or pursuant to this Agreement pursuant proving to Section 13.1(a)(ihave been incorrect in any material respect, when made or when deemed to have been made, which inaccuracy has significant effect on the ability of either Party to perform its obligations under this Agreement which has not been cured during a Cure Period of thirty (30) Days from receipt of a Cure Notice (or if such inaccuracy cannot be remedied within such thirty day (30) cure period but is susceptible of remedy within a longer period, such thirty (30) day period shall be extended for up to an additional sixty (60) days so long as (x) Buyer has commenced action reasonably planned to remedy such default and continues diligently to pursue such action and (y) such default could not reasonably be expected to have a material adverse effect on Seller during such extended cure period); (d) revocation, the Escrow Agent shallcancellation or withdrawal of this Agreement by Buyer or of any Authorization applicable to Buyer that, in accordance with the procedures set forth in Section 14.5case of such Authorization, has a material adverse effect on the ability of either Party to perform its obligations under this Agreement if such failure is not been cured during a cure period of sixty (i60) to the extent the Xxxxxxx Money is held Days from receipt of a Cure Notice (or such longer period for reinstatement permitted by Applicable Law); (e) delay in the form Commercial Operations Date occurring beyond the Long Stop Commercial Operations Date due to breach of immediately available wired fundsBuyer’s obligations; (f) any Acts of Insolvency in respect of Buyer; (g) the transfer by Buyer of this Agreement, disburse the Xxxxxxx Money (together with interest thereon) to the Sellers or (ii) to the extent the Xxxxxxx Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt any of the letter rights or obligations of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The as permitted by Clause 0; and (h) failure to maintain the Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers Payment Security (other than as a result of an Extraordinary L/C Event), or a default by replacement thereof, in accordance with Clause 3 of Schedule 1 for a continuous period of thirty (30) Days or more following the delivery of notice of such failure from Seller to Buyer; provided, that such thirty (30) day period shall be extended to ninety (90) days in the event that: (i) the issuer of such Buyer Payment Security fails to continue to meet the criteria for an Acceptable Commercial Bank, and the Buyer, and agree that the Xxxxxxx Money is a reasonable approximation thereof. Accordingly, the Xxxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

Buyer Default. (a) This Agreement may be terminated by the Sellers prior to the earliest to occur of (x) the Closing and (y) the Initial Closing if: (i) (A) if the Buyer shall knowingly and willfully takes any action or omits to take any action, or permits any of Buyer’s Related Entities to take any action, which action or omission, to Buyer’s knowledge, would have breached the effect of causing any representation of the representations, warranties or warranty covenants of Buyer to be untrue in any material respect as of the date such action is taken or omitted except to the extent that such violation would not result in a Material Adverse Effect, or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing Conditions set forth in Section 5.1 not to be satisfied, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing Condition is incapable of being satisfied by the earlier of (x) the Outside Closing Date and (y) ten thirty (1030) Business Days calendar days after the giving of written notice by the Sellers to the Buyer of such breach or failure; provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Closing Date; provided that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i13.1(a) if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.1(a), (i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (Ai) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (Bii) as set forth in Section 13.1(c). (c) In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i13.1(a), then the Escrow Agent shall, in accordance with the procedures set forth in Section 14.514.4, (A) disburse the Good Faith Deposit and any interest earned thereon to Sellers and (B) (i) to the extent the Xxxxxxx Money is held in the form of immediately available wired funds, disburse the Xxxxxxx Money (together with interest thereon) to the Sellers Sellers, or (ii) to the extent the Xxxxxxx Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement disbursements, the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Xxxxxxx Money is a reasonable approximation thereof. Accordingly, the Xxxxxxx Money and Good Faith Deposit shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

Buyer Default. (a) This Agreement may be terminated by the Sellers prior to the earliest to Other Assets Closing if the Other Assets Closing does not occur by reason of (x) the Closing and (y) the Initial Closing if: (i) (A) a material breach or default by the Buyer shall have breached any representation or warranty or failed in the performance of its obligation to purchase the Other Assets under this Agreement (including, without limitation, Buyer’s failure to comply with the requirements of Section 6.1)) or if any obligation Other PSA Closing does not occur by reason of a material breach or covenant applicable to default by the Buyer that would cause any condition in the performance of its obligation to Closing set forth in Section 5.1 not to be satisfiedpurchase the applicable Other PSA Assets under such Other PSA (including, and such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failurewithout limitation, or (B) the Buyer shall have breached any representation or warranty or failed Buyer’s failure to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in requirements of Section 5.1 6.1 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failurePSA); provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; provided that the Sellers shall not have the right to terminate Seller terminates this Agreement pursuant to this Section 13.1(a)(i) if any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.1(a), (i) then the Sellers Seller shall be required to terminate each Other PSA pursuant to Section 13.1(a) of each Other PSA. (b) In the event this Agreement is terminated pursuant to subsection 13.1(a), and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (Ai) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (Bii) as set forth in Section subsection 13.1(c). (c) In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i13.1(a), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Xxxxxxx Money is held in the form of immediately available wired funds, disburse the Xxxxxxx Money (together with interest thereon) to the Sellers or (ii) to the extent the Xxxxxxx Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers Seller and the Sellers Seller shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Xxxxxxx Money is a reasonable approximation thereof. Accordingly, the Xxxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.

Buyer Default. (a) This Agreement may be terminated by the Sellers prior upon notice to the earliest to occur of Buyer (xa “Seller Termination Notice”) the Closing and (y) the Initial Closing if: if (i) there is a material breach or default by Buyer in the performance of its obligation to consummate the purchase the Assets in accordance with the terms and conditions of this Agreement or (Aii) the Buyer shall have breached breaches its Assumption/Defeasance Obligations in any representation or warranty or failed to comply with any obligation or covenant applicable to material respect and such breach described in this clause (ii) has not been cured within thirty (30) days of written notice thereof from the Sellers (provided that if such thirty (30) day period would extend beyond the Closing Date, at its option, the Buyer that would cause any condition may extend such Closing Date for the period required to Closing set forth in Section 5.1 effect such cure, but not to be satisfied, and such condition to Closing is incapable of being satisfied by beyond the earlier of (x) the six date which is thirty (630) month anniversary of days after the date of this Agreement (the “Outside Date”) Sellers’ written notice, and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failure, or (B) the Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1 of such Other PSA not to be satisfied, and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failureClosing Date); provided, however, that if the Initial Closing does not occur solely as a result of the Buyer’s failure to satisfy its obligation set forth in Section 5.1(d), then the Sellers may terminate this Agreement at any time prior to the Outside Date; provided that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i13.1(a) shall not be available to the Sellers if any Seller has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the Sellers are then in such material breach by the Buyer of any of their covenants or agreements set forth in its obligations under this Agreement; or and provided, further, any termination by Seller under Section 13.1(a)(ii) shall not be effective if within five (5) days of receipt of such Seller Termination Notice, Buyer agrees in writing that it shall be deemed to have made a Failed Loan Defeasance Election with respect to each Assumed Loan (i) for which a Loan Assumption Consent has not already been obtained, and (ii) with respect to which the Buyer had not previously made a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental AuthorityFailed Loan Defeasance Election. (b) In the event this Agreement is terminated by the Sellers pursuant to Section 13.1(a), (i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.1(c). (c) In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with shall immediately disburse the procedures set forth in Section 14.5, (i) Cash Deposit then held by the Escrow Agent to the extent the Xxxxxxx Money is held in the form of immediately available wired funds, disburse the Xxxxxxx Money (together with interest thereon) to the Sellers or (ii) to the extent the Xxxxxxx Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of creditSellers, and upon such disbursement payment of the Cash Deposit to Sellers, the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish the actual damage sustained by the Sellers as a result of a default by the BuyerTHE BUYER AND THE SELLERS HEREBY ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICAL AND/OR EXTREMELY DIFFICULT TO FIX OR ESTABLISH THE ACTUAL DAMAGE SUSTAINED BY THE SELLERS AS A RESULT OF A DEFAULT BY THE BUYER, and agree that the Xxxxxxx Money is a reasonable approximation thereofAND AGREE THAT THE CASH DEPOSIT IS A REASONABLE APPROXIMATION THEREOF. AccordinglyACCORDINGLY, the Xxxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of the SellersTHE CASH DEPOSIT SHALL CONSTITUTE AND BE DEEMED TO BE THE AGREED AND LIQUIDATED DAMAGES OF THE SELLERS, and shall be paid by the Escrow Agent to the Sellers as the SellersAND SHALL BE PAID BY THE ESCROW AGENT TO THE SELLERS AS THE SELLERS’ sole and exclusive remedy hereunderSOLE AND EXCLUSIVE REMEDY HEREUNDER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLERS PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. IN NO EVENT SHALL SELLERS HAVE THE RIGHT OF SPECIFIC PERFORMANCE FOR ANY BREACH OR DEFAULT BY BUYER UNDER THIS AGREEMENT.

Buyer Default. Each of the following shall be a “Buyer Default”, which, if not cured within the time permitted (if any) under this Agreement, shall give rise to the right on the part of Seller to terminate this Agreement pursuant to Clause 17.1, provided, however, that no such event shall become a Buyer Default if it results from (i) a Seller Default or (ii) the occurrence of a Force Majeure Event, subject to Clause 20.2 (Effect of Force Majeure): (a) This (I) a breach by Buyer of any of its obligations other than those referred to elsewhere in this Clause 17.3 which adversely affects the performance of its material obligations under this Agreement may which continues for thirty (30) Days which has not been cured during a cure period of a further thirty (30) Days from receipt of a Cure Notice, or if such failure cannot be terminated by the Sellers prior remedied within such thirty day (30) cure period but is susceptible of remedy within a longer period, such thirty (30) day period shall be extended for up to the earliest to occur of an additional sixty (60) days so long as (x) the Closing Seller has commenced action reasonably planned to remedy such default and continues diligently to pursue such action and (y) the Initial Closing if: (i) (A) the such default could not reasonably be expected to have a material adverse effect on Buyer shall have breached any representation or warranty or failed to comply with any obligation or covenant applicable to the Buyer that would cause any condition to Closing set forth in Section 5.1 not to be satisfied, and during such condition to Closing is incapable of being satisfied by the earlier of (x) the six (6) month anniversary of the date of this Agreement (the “Outside Date”) and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failureextended cure period), or (BII) a series of breaches by Seller of any of its obligations other than those referred to elsewhere in this Clause 17.3 which adversely affects the Buyer performance of its material obligations under this Agreement which continues for an aggregate of ninety (90) Days in any year, for which there shall have breached be no further cure period; (b) any representation or warranty or failed failure by Xxxxx to comply with pay to Seller any obligation or covenant applicable to undisputed sum of money due and owing within thirty (30) Days from the Buyer that would cause any condition to Closing set forth in Section 5.1 of date when such Other PSA not to be satisfied, sum was first due and such condition to Closing to such Other PSA Closing is incapable of being satisfied by the earlier of (x) the Outside Date and (y) ten (10) Business Days after the giving of written notice by the Sellers to the Buyer of such breach or failuredemanded; provided, however, that no such failure to pay shall constitute a Buyer Default in the event that Xxxxxx receives the sum of money due and owing by drawing on the Buyer Payment Security; (c) any statement, representation or warranty made by Buyer herein or in any certificate or contract delivered or made under or pursuant to this Agreement proving to have been incorrect in any material respect, when made or when deemed to have been made, which inaccuracy has significant effect on the ability of either Party to perform its obligations under this Agreement which has not been cured during a cure period of thirty (30) Days from receipt of a Cure Notice (or if the Initial Closing does such inaccuracy cannot occur solely be remedied within such thirty day (30) cure period but is susceptible of remedy within a longer period, such thirty (30) day period shall be extended for up to an additional sixty (60) days so long as (x) Seller has commenced action reasonably planned to remedy such default and continues diligently to pursue such action and (y) such default could not reasonably be expected to have a material adverse effect on Seller during such extended cure period); (d) revocation, cancellation or withdrawal of this Agreement by Buyer or of any Authorisation applicable to Buyer as a result of breach of any terms and/or conditions imposed by any such Authorisation that, in the Buyer’s failure case of such Authorisation, has a material adverse effect on the ability of either Party to satisfy perform its obligation set forth obligations under this Agreement; (e) any Acts of Insolvency in Section 5.1(d)respect of Xxxxx; (f) the transfer by Buyer of this Agreement, then the Sellers may terminate this Agreement at any time prior to the Outside Date; provided that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 13.1(a)(i) if or of any of the Sellers are then in material breach of any of their covenants or agreements set forth in this Agreement; or (ii) a final, nonappealable order, writ, judgment, injunction, decree, law, or regulation permanent restraining or prohibiting the transfer of the Transferred Assets is entered by or with any Governmental Authority. (b) In the event this Agreement is terminated pursuant to Section 13.1(a), (i) then the Sellers shall be required to terminate each Other PSA pursuant to Section 13.1(a) of each Other PSA, and (ii) this Agreement shall be null and void and of no further force or effect and neither party shall have any rights or obligations against or to the other except (A) for those provisions hereof which by their terms expressly survive the termination of this Agreement and (B) as set forth in Section 13.1(c). (c) In the event the Sellers terminate this Agreement pursuant to Section 13.1(a)(i), the Escrow Agent shall, in accordance with the procedures set forth in Section 14.5, (i) to the extent the Xxxxxxx Money is held in the form of immediately available wired funds, disburse the Xxxxxxx Money (together with interest thereon) to the Sellers or (ii) to the extent the Xxxxxxx Money is held in the form of a letter of credit, deliver the letter of credit to the Sellers and the Sellers shall make a drawing upon such receipt of the letter of credit, and upon such disbursement the Sellers and the Buyer shall have no further obligations under this Agreement, except those which expressly survive as permitted by Clause 19.2; and (g) failure to maintain the Buyer Payment Security, or a replacement thereof, in accordance with Paragraph 3 of Schedule 1 for a continuous period of thirty (30) Days or more following the delivery of notice of such termination. The Buyer and the Sellers hereby acknowledge and agree that it would be impractical and/or extremely difficult failure from Seller to fix or establish the actual damage sustained by the Sellers as a result of a default by the Buyer, and agree that the Xxxxxxx Money is a reasonable approximation thereof. Accordingly, the Xxxxxxx Money shall constitute and be deemed to be the agreed and liquidated damages of the Sellers, and shall be paid by the Escrow Agent to the Sellers as the Sellers’ sole and exclusive remedy hereunder.