By Seller if Sample Clauses

By Seller if. (A) 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;
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By Seller if a Breach of any provision of this Agreement has been committed by Buyer and caused a Material Adverse Effect, and such Breach has not been waived by Seller;
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By Seller if. (a) Buyer shall fail to perform in any material respect any of its covenants or other agreements contained herein required to be performed by Buyer on or prior to the Closing Date, or (b) any of Buyer’s representations and warranties contained herein shall be incorrect in any material respect on the Closing Date, and such failure or misrepresentation is not cured within ten (10) calendar days after Seller shall have notified Buyer of its intent to terminate this Agreement pursuant to this Section 10.1.2 (to the extent that such failure or misrepresentation can be cured);
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By Seller if. (i) there has been a misrepresentation or a breach of warranty on the part of the Company, Xxxxxxx, LLC or Parent in the representations and warranties contained herein and such misrepresentation or breach of warranty, if curable, is not cured within thirty days after written notice thereof from Seller; (ii) the Company, Xxxxxxx, LLC or Parent has committed a breach of any material covenant imposed upon it hereunder and fails to cure such breach within thirty days after written notice thereof from Seller; or (iii) any condition to Seller's obligations hereunder becomes incapable of fulfillment through no fault of Seller and is not waived by Seller; PROVIDED that, on the date of termination, the conditions to the Company's, Xxxxxxx'x, LLC's and Parent's obligations hereunder specified in Section 5.3 hereof (other than clauses (d), (e), (f), and (g) thereof) shall have been satisfied, and Seller shall then be otherwise ready, willing and able to proceed with the Closing hereunder;
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By Seller if. (i) the Average Closing Price (as defined below) shall be less than the product of 0.80 and the Starting Price; and
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Related to By Seller if

  • By Sellers Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, save and hold harmless Buyer, its Affiliates and Subsidiaries, and its and their respective Representatives, from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Sellers, or any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • By Buyer At Closing, Buyer shall deliver to Seller the following:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Seller Deliveries At the Closing, Seller shall deliver to Purchaser:

  • Deliveries by Seller at Closing At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

  • Seller’s Deliveries At the Closing, Seller shall deliver to Buyer the following:

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • By Purchaser Purchaser represents and warrants to Seller that:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

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