Default by Purchasers. This Agreement may be terminated by Seller prior to the Closing at any time following the expiration of 10 days from the date that Seller has given written notice to Purchasers that there shall have been a misrepresentation or breach by Purchasers with respect to any representation, warranty or obligation of Purchasers in this Agreement which would entitle Seller not to consummate the transactions contemplated by this Agreement, and such misrepresentation or breach cannot be cured by the Drop Dead Date.
Default by Purchasers. 68 9.4 Failure to Close.............................................................................. 68 9.5
Default by Purchasers. Purchasers shall indemnify Seller against and hold Seller harmless from any and all loss, damage, liability or expense, including court costs and reasonable attorneys' fees, which Seller may incur or sustain by reason of, or arising from, any misrepresentation made by Purchasers contained herein.
Default by Purchasers. (i) In the event if the Purchaser(s) fails or neglects to (i) make the payment of the Total Consideration in installments and taxes and Other Charges in accordance with terms of this Agreement and all other amounts due including but not limited to estimated other charges due from the Purchaser(s) as mentioned in this Agreement on due dates and/or (ii) comply with its obligations, terms conditions as set out in this Agreement, and/or any other writing and/or the terms and conditions of layout, and/or any other sanction, permission, approvals, undertakings, writings and affidavits etc.; (iii) If the representation, declarations and/or warranties etc. made by the Purchaser(s) in the Booking Form, Allotment Letter, present Agreement and/or any other documents executed and/or entered into or to be executed and/or entered into by the Purchaser(s) is untrue or false; (iv) If the Purchaser(s) has/have been declared and/or adjudged to be insolvent, bankrupt etc. and/or ordered to be wound up; (v) If the Purchaser(s) is/are, convicted of any offence involving moral turpitude and/or is sentenced to imprisonment for any offence for not less than six months; (vi) If Receiver and/or a Liquidator and/or Official Assignee or any person is appointed of the Purchaser(s) or in respect of all or any of the assets and/or properties of the Purchaser(s); and/or (vii) If the Purchaser(s) have received any notice from the Government in India (either Central, State or Local) or foreign Government for the Purchaser(s) involvement in any money laundering or any illegal activity and/or is declared to be a proclaimed offender and/or a warrant is issued against him / her / them, the Owner/Developer shall be entitled, without prejudice to other rights and remedies available to the Owner/Developer including charging of Interest for delayed payment, after giving 15 (fifteen) days prior notice to the Purchaser(s), to cancel/terminate the transaction.
Default by Purchasers. If any Purchaser defaults in its obligations to purchase Securities hereunder and the aggregate principal amount of Securities that such defaulting Purchaser agreed but failed to purchase does not exceed 10% of the total principal amount of Securities, the remaining Purchaser may make arrangements satisfactory to the Funding Corporation for the purchase of such Securities by other persons, including itself, but if no such arrangements are made by the Closing Date, the non- defaulting Purchaser shall be obligated to purchase the Securities that such defaulting Purchaser agreed but failed to purchase. If any Purchaser so defaults and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the total principal amount of Securities and arrangements satisfactory to the remaining Purchaser and the Funding Corporation for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Purchaser or the Funding Corporation, except as provided in Section 9. As used in this Agreement, the term "Purchaser" includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default. 9.
Default by Purchasers. If either of the Purchasers shall fail or refuse to purchase the Series A Notes that they have agreed to purchase hereunder on the Closing Date and arrangements satisfactory to the Issuer for the purchase of such Series A Notes are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of the Issuer and the non-defaulting Purchaser. Nothing herein shall relieve a defaulting Purchaser from liability for its default.
Default by Purchasers. IN THE EVENT THE CLOSING AND THE TRANSACTIONS CONTEMPLATED HEREBY DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OR FAILURE BY ANY PURCHASER TO FULFILL ITS OBLIGATIONS HEREUNDER, PURCHASERS AND SELLERS AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE DAMAGES WHICH SELLERS MAY SUFFER. THEREFORE, PURCHASERS AND SELLERS HEREBY AGREE A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT SELLERS WOULD SUFFER IN THE EVENT ANY PURCHASER DEFAULTS AND FAILS TO CLOSE THE TRANSACTIONS HEREUNDER IS AND SHALL BE, AS SELLERS’ SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), A SUM EQUAL TO THE DEPOSIT. UPON SUCH DEFAULT BY ANY PURCHASER, SELLERS SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT FROM ESCROW AGENT AS ITS SOLE AND EXCLUSIVE REMEDY. THE AMOUNT OF THE DEPOSIT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR ANY PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE TRANSACTIONS HEREUNDER, ALL OTHER CLAIMS TO DAMAGES INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, CONSEQUENTIAL AND PUNITIVE DAMAGES, OR OTHER REMEDIES ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT, ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THE TRANSACTIONS CONTEMPLATED HEREBY BEING HEREBY EXPRESSLY WAIVED BY SELLERS. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN SHALL LIMIT SELLERS’ REMEDIES AT LAW OR IN EQUITY AS TO ANY OBLIGATIONS THAT EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.
Default by Purchasers. If either of the Purchasers shall fail or refuse to purchase the Senior Notes that it has agreed to purchase hereunder on the Closing Date and arrangements satisfactory to the Issuer for the purchase of such Senior Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the Issuer or the non-defaulting Purchaser, except as otherwise provided in Section 10(b) hereof. Nothing herein shall relieve a defaulting Purchaser from liability for its default.
Default by Purchasers. If, on or prior to Closing, Purchasers shall fail to close the transaction by the Outside Closing Date, Sellers, as their sole and exclusive remedy at law or in equity, may terminate this Agreement and receive the Deposit, as liquidated damages and not as a penalty. The parties agree that in the event of such a default, it would be extremely difficult or impossible to determine Sellers’ actual damages and that the liquidated damages amount is a reasonable estimate thereof.
Default by Purchasers. If this transaction fails to close as a --------------------- result of a material default by the Purchasers with respect to any of the terms of this Agreement, and such material default continues for a period of ten (10) days after Owners notify BPLP in writing of such default, Owners' sole and exclusive remedy for such material default shall be the right to cancel and terminate this Agreement and receive and retain the Deposit. Unless Owners waive the Purchasers' default in writing within five (5) days after the expiration of the 10-day period specified in the preceding sentence, or such default is cured within such 10-day period, this Agreement shall automatically terminate effective fifteen (15) days after the notice of default is given without the necessity of further notice being given. Upon such termination, each party shall be released from all duties or obligations contained herein and the Title Company shall immediately pay the Deposit to Owners as liquidated damages, it being understood and agreed that Owners are hereby releasing and/or waiving any right they might have to either specifically enforce this Agreement or to xxx for damages. Owners have agreed to this liquidated damage provision because of the difficulty of ascertaining Owners' actual damages given the uncertainties of the real estate market, fluctuating property values and differences of opinion with respect to such matters.
