Buyer’s Rights and Remedies. If at any time an Early Termination Date has been designated with respect to Seller, then, unless Seller has paid in full all of its obligations that are then due under this Confirmation Agreement, Buyer may exercise one or more of the following rights and remedies:
(i) all rights and remedies available to a secured party under applicable law with respect to Performance Assurance held by Xxxxx;
(ii) the right to set-off any amounts payable by Seller with respect to any obligations under this Confirmation Agreement against any Performance Assurance held by Buyer (or any obligation of Buyer to Transfer that Performance Assurance);
(iii) any other rights and remedies available to Buyer under the terms of any Performance Assurance.
Buyer’s Rights and Remedies. If at any time an Event of Default with respect to Seller has occurred and is continuing, then, unless the Seller has paid in full all of its obligations that are then due, including those under Section 7.2(c) of this Agreement (“Obligations”), the Buyer may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a Secured Party under applicable law with respect to posted Eligible Collateral held by the Buyer, (ii) the right to set-off any amounts payable by the Seller with respect to any Obligations against any posted Eligible Collateral or the Cash equivalent of any posted Eligible Collateral held by the Buyer, or (iii) the right to liquidate any posted Eligible Collateral held by the Buyer and to apply the proceeds of such liquidation of the posted Eligible Collateral to any amounts payable to the Buyer with respect to the Obligations in such order as the Buyer may elect. For purposes of this Paragraph 6, the Buyer may draw on the entire undrawn portion of any Letter of Credit. Cash proceeds that are not applied to the Obligations shall be maintained in accordance with the terms of this CSA. The Seller shall remain liable for amounts due and owing to the Secured Party that remain unpaid after the application, pursuant to this Paragraph 6, of Eligible Collateral to the Obligations.
Buyer’s Rights and Remedies. If at any time an Event of Default with respect to Seller has occurred and is continuing, then, unless Seller has paid in full all of its obligations hereunder that are then due, without limiting any other rights and remedies Buyer may have under this Agreement or may otherwise have at law or in equity (subject to this Agreement), Buyer may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable Law with respect to Credit Support held by Buyer and (ii) the right to liquidate any Credit Support held by Buyer and to apply the proceeds of such liquidation to any amounts payable to Buyer with respect to Seller’s obligations hereunder in such order as Buyer may elect. For purposes of this Section 6.3, Buyer may draw on the undrawn portion of any letter of credit provided as Credit Support up to the amount of Seller’s outstanding obligations hereunder toward the satisfaction of such obligations. Seller shall remain liable for amounts due and owing to Buyer that remain unpaid after the application of Credit Support pursuant to this Section 6.3.
Buyer’s Rights and Remedies. If at any time an Event of Default with respect to Seller has occurred and is continuing, then, unless Seller has paid in full all of its Obligations that are then due, including those under Section 9.3(b) of this Agreement, Buyer may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable Law with respect to Posted Collateral held by Buyer, (ii) the right to set-off any amounts payable by Seller with respect to any Obligations against any Posted Collateral or the cash equivalent of any Posted Collateral held by Buyer, or
Buyer’s Rights and Remedies. If at any time a default or Event of Default with respect to Seller has occurred or if an early termination date in respect of this Agreement has occurred or been designated as a result of an Event of Default with respect to Seller, then, and in addition to the other rights and remedies set forth in the Agreement, Buyer may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under Applicable Law with respect to Credit Support in the form of Cash held by Buyer; (ii) any rights and remedies available to Buyer under the terms of any Letter of Credit provided for its benefit, if any; and (iii) the right to set off any present or future amounts payable by Seller under this Agreement against any Credit Support held by Buyer (or any obligation of Buyer to transfer that Credit Support to Seller).
Buyer’s Rights and Remedies. If at any time an Event of Default with respect to Seller has occurred and is continuing, then, unless Seller has paid in full all of its obligations hereunder that are then due, without limiting any other rights and remedies Buyer may have under this Agreement or otherwise at law or in equity, Buyer may exercise one or more of the following rights and remedies: (a) all rights and remedies available to a secured party under applicable Law with respect to Credit Support held by Buyer and the Seller Guaranty, and (b) the right to liquidate any Credit Support held by Buyer or draw on the Seller Guaranty up to the aggregate amount payable to Buyer with respect to Seller’s obligations hereunder at the time of such liquidation or drawing and to apply the proceeds of such liquidation or draw to any such amounts payable to Buyer in such order as Buyer may elect. For the purpose of this Section 6.4, Buyer may draw on the undrawn portion of any Letter of Credit provided as Credit Support and the Seller Guaranty up to the aggregate amount payable to Buyer with respect to Seller’s obligations hereunder at the time of such liquidation or drawing. Seller shall remain liable for amounts due and owed to Buyer that remain unpaid after the application of Credit Support and draws on the Seller Guaranty pursuant to this Section 6.4.
Buyer’s Rights and Remedies. In the event of a Seller Event of Default, Buyer (or its successor in interest) shall have the following rights and remedies and may elect to pursue any or all of them as a result of such Seller Event of Default, and Seller shall have the following obligations: Buyer may terminate this Agreement by giving notice of such termination to Seller and shall have the further rights and remedies set forth in ARTICLE XVIII; provided, that in the event of a Seller Event of Default pursuant to Section 18.1.1 or Section 18.1.7, Buyer shall be deemed to have given notice of termination to Seller immediately upon the occurrence of such a Seller Event of Default, and all amounts owing by Seller to Buyer hereunder shall immediately become due and payable. In the event Buyer terminates this Agreement in accordance with the provisions hereof, Seller (i) shall withdraw from the Project Site, (ii) without limiting Seller's obligations or Buyer's rights, shall assign to Buyer such agreements, including warranties from Seller's Contractors and the remaining unassigned Project Contracts, including Construction Contracts, as Buyer may request, and shall deliver and make available to Buyer all Intellectual Property Rights of Seller related to the Work reasonably necessary to permit Buyer to complete or cause the completion of the Work and to own, operate, repair, maintain, finance, dispose of, demolish, or otherwise use the Project, and in connection therewith Seller authorizes Buyer and its respective agents and successors and assigns to use such information for such purposes, and (iii) shall remove such materials, equipment, tools, and instruments used by and any debris or waste materials generated by Seller in the performance of the Work as Buyer may direct; and Buyer may take possession of any or all Project Assets including Seller's Deliverables, and equipment and materials of Seller related to the Work necessary for completion of the Work and the ownership, operation, repair, maintenance, financing, disposition, demolition, or otherwise use the Project (whether or not such is a Project Asset and Project is complete) Buyer may proceed against any security given by Seller or for the benefit of Buyer for Seller's performance under this Agreement, including the [Parent Guaranty or Letter of Credit]; Buyer shall have the right (i) to self-perform or employ any other Person to complete the Work by whatever method that Buyer may deem necessary in Buyer's judgment, including by enfo...
Buyer’s Rights and Remedies. (a) As the Goods are incorporated in other Goods which are not designed or manufactured by Nemco, Buyer accepts that it is reasonable that if, and insofar as Nemco may be held to be legally liable to Buyer, Buyer’s right of redress against Nemco shall be limited as expressly provided for in these Conditions.
(b) If Nemco’s liability is established, notwithstanding Conditions 12, 13 and 14, Nemco shall be under no obligation to pay damages arising from loss or damage of any type referred to in those Conditions exceeding the purchase price of the Goods.
(c) For the purposes of the Sale Agreement “legal liability” shall include the legal liability of Nemco its employees, agents or subcontractors as found by any Court or competent authority and shall include, without limitation, (i) breach of any contractual obligation by virtue of the express or implied terms of the Sale Agreement and any fundamental breach and/or breach of fundamental term (ii) negligence arising by virtue of any act or omission which amounts to a failure to take reasonable care or exercise reasonable skill (iii) any misrepresentation or misstatement made by or on behalf of Nemco and (iv) any other breach of duty.
(d) This Condition shall not confer any rights or remedies on Buyer to which Buyer would not otherwise be entitled.
Buyer’s Rights and Remedies. Any rights or remedies granted to Buyer in any part of the Contract shall not be exclusive of, but shall be in addition to, any other rights or remedies granted in any other part of the Contract and to any other rights or remedies that Buyer may have at law or in equity.
Buyer’s Rights and Remedies. If Seller fails or refuses to consummate the sale of the Property Interests pursuant to this Agreement at the Closing, or fails to perform any of Seller's other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Agreement by Seller pursuant to a right to so terminate expressly set forth in this Agreement or Buyer's failure to perform Buyer's obligations under this Agreement, and if Seller does not cure such failure to perform within five (5) days after written notice of such failure from Buyer to Seller (provided, however, there shall be no notice and opportunity to cure for Seller's failure to close the transaction on the Closing Date so as to extend the Closing Date), then Buyer, as Buyer's sole and exclusive remedy, shall have the right to either (i) enforce specific performance of Seller's obligations under this Agreement or (ii) terminate this Agreement by giving written notice thereof to Seller prior to or at the Closing whereupon neither party hereto shall have any further rights or obligations hereunder, other than the obligations under SECTIONS 12.4, 15.4 AND ARTICLE XIV, and Title Company shall deliver the Xxxxxxx Money to Buyer, free of any claims by Seller or any other person with respect thereto. In no event shall Buyer have any claim against Seller for damages in the event of such termination.
