Common use of Default by Purchaser Clause in Contracts

Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser from Supplier; or (iv) Purchaser fails to perform any material term or provision of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation or other termination of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after written notice of such breach has been received by Guarantor from Supplier.

Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser from Supplier; or (iv) Purchaser fails to perform any material term or provision of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation or other termination of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten often (10) days after written notice of such breach has been received by Guarantor from Supplier.

Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser Purchase from Supplier; or (iv) Purchaser fails to perform any material term or provision of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation or other termination of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after written notice of such breach has been received by Guarantor from Supplier.

Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) If Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment complete Settlement or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser from Supplier; or (iv) Purchaser otherwise fails to perform any material term of its covenants or provision obligations hereunder, then Seller may elect, as its sole and exclusive remedy, to (i) terminate this Agreement by written notice to Purchaser an d retain the Deposit as liquidated damages, or (ii) waive the uncured default and proceed to Settlement, or (iii) seek specificperformance of this AgreementAgreement by Purchaser (and receivereasonable out of pocket costs in successfully seeking specific performance). If Seller seeks but is unable to obtain specific performance by Purchaser, including failure Seller shall not be precluded from thereafter electing the remedy set forth in clause (ii) above or, alternatively, Seller may elect to timely provide terminate this Agreement by written notice to Purchaser and retain the Guaranty Deposit as liquidated damages. Notwithstanding anything herein to Supplierthe contrary, if this Agreement is terminated by Seller due to a default by Purchaser, then Seller shall be entitled to the Deposit as liquidated damages, which Deposit shall be promptly delivered to Seller, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier thereafter neither party to cure such failurethis Agreement shall have any further rights or obligations thereunder; provided, however, if that the provisions of this Section 11 shall not limit Seller’s recourse against Purchaser with respect to (x) Purchaser’s repair or indemnification obligations to Seller as described in Section 14 below, or (y) any obligation of Purchaser under this Agreement or any document delivered at Settlement that requires performance after Settlement or that by any term of this Agreement or such document survives the expiration or earlier termination hereof. As a condition precedent to Seller exercising its right to bring an action for specific performance hereunder, Seller must commence such an action within ninety (90) days after its receipt of actual knowledge or notice of the occurrence of Purchaser’s default. Seller agrees that its failure cannot with due diligence be remedied by Purchaser to timely commence such an action for specific performance within such thirty ninety (3090) Business Day periodday period shall be deemed a waiver by it of its right to commence an action for specific performance. In no event shall Purchaser have or make or create any cloud on the title to the Property or any part thereon or interest therein, and Purchaser shall have diligently prosecuted hereby waives and relinquishes any such claims against the remedying of such failure within such thirty (30) Business DaysProperty, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation including, but not limited to, the filing or other termination of the Guaranty by Guarantor, or the breach by Guarantor recording of any material term lien, lis pendens, affidavit, claim or provision of action affecting title to the Guaranty, including Property or any payment obligation thereunder, which breach continues for a period of ten (10part thereof. Nothing herein shall limit Seller’s remedies under Section 18(i) days after written notice of such breach has been received by Guarantor from Supplierbelow.

Default by Purchaser. If Purchaser defaults for any reason under this Agreement, Seller shall be in default entitled, as its sole remedy (without limiting Seller's rights under SECTION 10.18 below), to terminate this Agreement should any one or more of and receive the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts Xxxxxxx Money as they become due, or admits in writing its inability to pay its debts, or makes a general assignment liquidated damages for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser from Supplier; or (iv) Purchaser fails to perform any material term or provision breach of this Agreement, including failure it being agreed between the parties hereto that the actual damages to timely provide Seller in the Guaranty event of such breach are impractical to Supplierascertain and the amount of the Xxxxxxx Money is a reasonable estimate thereof. Nothing contained in this SECTION 6.1 shall limit or prevent Seller from (a) asserting any claims against Purchaser for attorneys' fees and other amounts under SECTION 10.18 below, or (b) enforcing any indemnity obligation of Purchaser under this Agreement or preclude Seller from obtaining a damage award in connection therewith, or (c) enforcing Purchaser's other obligations and liabilities which survive a termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, Seller shall not have the right to exercise its remedies under this SECTION 6.1 for a Purchaser default unless Seller has provided written notice to Purchaser specifying in reasonable detail the nature of the Purchaser default, and such failure continues for thirty the Purchaser has not cured the same within five (305) Business Days following days after the Purchaser's receipt of written such notice from Supplier to cure such failure(the "PURCHASER CURE PERIOD"), in which case the Closing shall be postponed until the date which is five (5) days after the expiration of the Purchaser Cure Period; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and that Purchaser shall have diligently prosecuted the remedying of no such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser right to cure such failure; or (v) The revocation or other termination of for failure to timely deliver the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after written notice of such breach has been received by Guarantor from SupplierXxxxxxx Money.

Default by Purchaser. If Purchaser shall breaches, in any material respect, any of its representations or warranties or covenants or obligations to be in default performed by Purchaser under this Agreement should any one or more of the following events or conditions arise or exist: (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iii) Purchaser fails to timely pay to Supplier any required payment under this Agreement when due, including failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten (10) days after written notice of failure to make payment has been received by Purchaser from Supplier; or (iv) Purchaser fails to perform any material term or provision of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation or other termination of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days (or such additional period, up to a total of sixty (60) days, as may be reasonably required to cure such breach) after written receipt of notice thereof from Seller then Seller may, as its sole and exclusive remedy before the Closing terminate this Agreement, whereupon the Deposit shall be released to Seller as liquidated damages and not as a penalty. It is understood and agreed that for purposes of this Section 10.2, if a default results from a false representation or warranty, such default shall be deemed cured if the events, conditions, acts or omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was false as of the date actually made. The foregoing limitation on Seller's remedies shall not apply to any breach has been received by Guarantor from Supplier.Purchaser of (i) a representation or warranty under this Agreement that Seller asserts after the Closing in accordance with Section 7; or (ii) any covenants or obligations to be performed after the Closing by Purchaser under this Agreement. Notwithstanding anything to the contrary contained herein, Seller's remedies with respect to the failure of a condition precedent to Seller's obligation to close shall be governed by Section 5 and this Section 10.2 shall not apply such failure of a condition precedent. IN THE EVENT THAT THE PROPERTY IS NOT TRANSFERRED FROM SELLER TO PURCHASER AS A CONSEQUENCE OF DEFAULT BY PURCHASER, PURCHASER AND SELLER ACKNOWLEDGE AND AGREE THAT SELLER'S ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN AND THEREFORE, BY PLACING THEIR SIGNATURES BELOW, PURCHASER AND SELLER ACKNOWLEDGE THAT THE AMOUNT OF MONEY EXISTING FROM TIME TO TIME HEREUNDER AS THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, TO BE THEIR REASONABLE ESTIMATE OF SELLER'S DAMAGES AND TO BE SELLER'S SOLE AND EXCLUSIVE REMEDY AGAINST PURCHASER IN THE EVENT OF SUCH A DEFAULT BY PURCHASER UNDER THIS AGREEMENT. SELLER: PURCHASER: By: By: ----------------------------------- ----------------------------------

Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the The following events or conditions arise or exist:shall constitute events of default by the Purchaser (each a “Purchaser Event of Default”): (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iiia) Purchaser fails to timely pay to Supplier as and when due any required payment amount payable by it under this Agreement when dueAgreement, including and any such failure to timely provide any Down Payment or any Progress Payment, which failure continues for ten remains uncured fifteen (1015) days after written notice of failure to make payment thereof has been received by Purchaser from Supplier; ordelivered to Purchaser; (ivb) Purchaser fails to perform or observe any material term other term, covenant or provision of agreement contained in this Agreement, including failure Agreement on its part to timely provide the Guaranty to Supplierbe performed or observed, and any such failure continues remains uncured for thirty (30) Business Days following receipt of days after written notice from Supplier thereof has been delivered to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser shall have diligently prosecuted the remedying of such failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failurePurchaser; or (vc) The revocation Any representation or other termination warranty of the Guaranty by Guarantor, or the breach by Guarantor of Purchaser under this Agreement is incorrect in any material term or provision respect. If any Purchaser Event of the Guaranty, including any payment obligation thereunder, which breach Default occurs and continues for a period of ten fifteen (1015) days after such initial written notice thereof has been given to Purchaser, then Seller may, by written notice to Purchaser, in addition to Seller’s other remedies available herein in equity, at law, or otherwise, suspend delivery of Product otherwise deliverable to Purchaser pursuant to the terms of this Agreement, and deliver such Product to an alternate third-party purchaser at a price reasonably consistent with then-existing market conditions (such Product counting toward the applicable Obligated Volume); provided that Purchaser shall be liable in the event of such breach delivery to an alternate purchaser for the difference between the applicable Quarterly Price for such Product and the price actually paid to Seller by such alternate third-party purchaser for such Product. If any Purchaser Event of Default occurs and continues fifteen (15) days after a second written notice thereof has been received given to Purchaser upon or after expiration of the initial 15-day cure period, then Seller may, by Guarantor from Supplierwritten notice to Purchaser, in addition to Seller’s other remedies available herein, in equity, at law, or otherwise, (i) terminate this Agreement, or (ii) pursue specific performance of this Agreement.

Default by Purchaser. Purchaser shall be in default under this Agreement should any one or more of the (a) The following events or conditions arise or exist:shall constitute events of default by Purchaser (each a “Purchaser Event of Default”): (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability fails to pay its debtsas and when due any material amount payable by it under this Agreement and such payment shall be more than five (5) Business Days late (provided that if Purchaser fails to pay two (2) such payments as and when due during any Calendar Quarter, or makes each subsequent failure during such Calendar Quarter to pay any such amount as and when due shall be a general assignment for the benefit Purchaser Event of creditors; orDefault immediately upon such failure); (ii) InsolvencyPurchaser fails to perform or observe in any material respect any other term, receivership, reorganization covenant or bankruptcy proceedings are commenced by agreement contained in this Agreement on its part to be performed or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commencedobserved; or (iii) Any representation or warranty of Purchaser fails to timely pay to Supplier any required payment under this Agreement when dueis incorrect in any material respect as of the Effective Date. (b) Subject to Section 10.1(c), including failure to timely provide if any Down Payment or any Progress Payment, which failure Purchaser Event of Default occurs and continues for ten thirty (1030) days after written notice of failure to make payment thereof has been received by given to Purchaser from Supplier; (or (iv) Purchaser fails , if such Event of Default is not able to perform any material term or provision of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for be cured within thirty (30) Business Days following receipt days, such reasonable amount of written notice from Supplier time necessary to cure such failure; providedEvent of Default, howevernot to exceed ninety (90) days, if provided that Purchaser has commenced such failure cannot with due diligence be remedied by Purchaser cure within such thirty (30) Business Day perioddays and is diligently pursuing such cure to completion), and then Seller may, by delivering written notice to Purchaser, in addition to Seller’s other remedies available herein, at law or in equity, (i) suspend delivery of Product otherwise deliverable to Purchaser shall have diligently prosecuted pursuant to the remedying terms of such this Agreement, or (ii) terminate this Agreement. (c) Except as otherwise provided herein, in the event of a failure within such thirty (30) Business Days, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure accept delivery of and purchase any Product that Purchaser is obligated to accept and purchase by the terms of this Agreement, Seller shall have the right, in its sole discretion and as its sole remedy for such failure; or failure of Purchaser, to require Purchaser to pay to Seller, as liquidated damages and not as a penalty, an amount equal to $10 per ton of Product that Purchaser has failed to accept and acquire (v) The revocation or other termination Purchaser and Seller acknowledging that actual damages would be difficult to ascertain and that such amount represents a reasonable estimate of the Guaranty by Guarantor, or the breach by Guarantor of any material term or provision of the Guaranty, including any such damages). Such payment obligation thereunder, which breach continues for a period of shall be due within ten (10) days after written Business Days following Seller’s delivery to Purchaser of notice of its election hereunder. (d) In any event, Seller shall have the right to sell to a third party any Product that Purchaser fails to purchase under a Purchaser Event of Default, and Seller shall be relieved of its obligation hereunder to deliver such breach has been received by Guarantor from SupplierProduct to Purchaser.

Default by Purchaser. Purchaser shall be in If for any reason (other than Seller’s default under or the permitted termination of this Agreement should any one by either Seller or more of the following events or conditions arise or exist: Purchaser as herein expressly provided), (i) Purchaser or Guarantor becomes insolvent, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of creditors; or (ii) Insolvency, receivership, reorganization or bankruptcy proceedings are commenced by or against Purchaser or Guarantor and, in the case of any such involuntary proceeding, that is not dismissed or stayed within sixty (60) days after it is commenced; or (iiia) Purchaser fails to timely pay consummate the purchase of the Property on the Closing Date in breach of this Agreement, or (b) Purchaser fails to Supplier perform of any required payment of its obligations to be performed prior to the Closing Date (other than its indemnity obligations under Section 3.1 of this Agreement when due, including failure Agreement) and (i) such default is susceptible to timely provide any Down Payment or any Progress Payment, which failure continues for being cured and Seller has provided ten (10) days after prior written notice of failure to make payment Purchaser upon which, if necessary, the Closing Date shall be extended to provide Purchaser such cure period (unless such default is waived by Seller), or (ii) such default is not susceptible to being cured and Seller has been received by Purchaser from Supplier; or (iv) Purchaser fails provided prior written notice to perform any material term or provision Purchaser, then Seller shall be entitled, but not required, as its sole and exclusive remedy, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement, including failure to timely provide the Guaranty to Supplier, and such failure continues for thirty (30) Business Days following receipt of written notice from Supplier to cure such failure; provided, however, if such failure cannot with due diligence be remedied by Purchaser within such thirty (30) Business Day period, and Purchaser neither party hereto shall have diligently prosecuted any further rights, obligations or liabilities hereunder except to the remedying of such failure within such thirty (30) Business Daysextent that any right, such period shall be extended by such additional time period as may be reasonably required by Purchaser to cure such failure; or (v) The revocation obligation or other liability set forth herein expressly survives termination of this Agreement. It is agreed between the Guaranty by Guarantor, or parties hereto that the breach by Guarantor of any material term or provision of actual damages to Seller in the Guaranty, including any payment obligation thereunder, which breach continues for a period of ten (10) days after written notice event of such breach has been received by Guarantor from Supplierare impractical to ascertain and that the Xxxxxxx Money is a reasonable estimate thereof. IN NO EVENT SHALL PURCHASER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, MANAGER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.