Default by the Corporation or Shareholders Clause Samples

Default by the Corporation or Shareholders. If, on the Termination Date, there exists an Event of Default as described in Section 9 of this Agreement, chargeable against the Corporation or the Shareholders, Buyer may either (i) waive such default and close, in which event Buyer shall have the right to seek specific performance of this Agreement, including, without limitation, the acquisition of the Shares and the performance by the Corporation and Shareholders of the covenants provided for in this Agreement, or (ii) refuse to close, and, except in the case of an Event of Default described in Section 9(d) above, seek money damages from the Corporation or Shareholders, including, without limitation, indemnification pursuant to Section 8 of this Agreement. An election by Buyer to proceed in accordance with subclause (i) of the preceding sentence shall constitute the acknowledgment by Buyer and the Corporation or Shareholders that Buyer cannot be adequately compensated by money damages for the failure to perform by the Corporation or Shareholders, that such damages are indeterminate, and that a court of competent jurisdiction may enter an order pursuant to which the Corporation and Shareholders are obligated to specifically perform their obligations to Buyer pursuant to the terms of this Agreement.