Default By the Purchasers Clause Samples
Default By the Purchasers. Each of the following shall constitute an "Event of Default" by the Purchasers under this Agreement:
a. failure of the Purchasers to perform its obligations under the Standby Commitment when and as due and payable in accordance with the terms thereof and of this Agreement, which default continues for 5 days after performance is due;
b. prior to performance in full of the Standby Commitment, failure by the Purchasers to observe and perform any of their other covenants under this Agreement and, if curable, any such failure continues for 30 days after notice by the Company;
c. prior to performance in full of the Standby Commitment, any representation or warranty of the Purchasers set forth in Section 6 hereof shall have been untrue or misleading in any material respect as of the date made and, such untrue and misleading representation or warranty shall be material as of the date asserted as an Event of Default hereunder;
d. prior to performance in full of the Standby Commitment, any final judgment in excess of $25 million is entered against the Purchasers in any judicial or administrative proceeding, which judgment is not stayed within 30 days following the entry thereof;
e. prior to performance in full of the Standby Commitment, the Purchasers (i) commence a voluntary case or other proceeding under any state or federal bankruptcy, insolvency or receivership law, (ii) seek or acquiesce to the appointment of a trustee, receiver, liquidator or custodian or any substantial part of its property, (iii) make a general assignment for the benefit of their creditors or (iv) take any corporate action authorizing the foregoing; or
f. prior to performance in full of the Standby Commitment, an involuntary case or other proceeding under any state or federal bankruptcy, insolvency or 16 receivership law is commenced against either of the Purchasers and remains undismissed and unstayed for 60 days.
Default By the Purchasers. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein (time being of the essence) by reason of any default of the Purchasers hereunder or of the Polish Purchasers under the Polish Purchase Agreement (a “Purchaser Default”), Purchaser and Seller agree it would be impractical and extremely difficult to fix the damages which Seller may suffer. The Purchasers and Seller hereby agree that, in the event of a Purchaser Default, (i) an amount equal to the sum of the Escrowed Deposit and the Polish Deposit (the “Purchaser Default Amount”) is a reasonable estimate of the total net detriment Seller would suffer in the event of any such default and failure by the Purchasers and/or the Polish Purchasers to complete the purchase of the LLC Interests and/or the purchase of the Polish Projects, and (ii) provided that the Seller is not in material default hereunder, the Purchaser Default Amount shall be paid to Seller and will be the full, agreed and liquidated damages for the default and failure of the Purchasers and/or the Polish Purchasers to complete the purchase of the LLC Interests and/or the purchase of the Polish Projects, and will be Seller's sole and exclusive remedy (whether at law or in equity) for any such default of the Purchasers and/or the Polish Purchasers resulting in the failure of consummation of the Closing hereunder and/or under the Polish Purchase Agreement, whereupon this Agreement will terminate (and Seller will cause the Polish Sellers to terminate the Polish Purchase Agreement) and Seller and the Purchasers will have no further rights or obligations hereunder and the Polish Sellers and Polish Purchasers will have no further rights or obligations under the Polish Purchase Agreement, except with respect to obligations which expressly survive termination hereunder and the Polish Purchase Agreement; provided, that, in the event the Purchaser Default Amount is paid other than directly from the Escrowed Deposit and the Polish Deposit, the Purchasers shall be entitled to a refund of the Escrowed Deposit and the Polish Purchasers shall be entitled to a refund of the Polish Deposit, and the Seller shall, at the request of Purchasers, deliver written notice to the Escrow Agent to effect such refunds. The Purchasers hereby waive and release any right to (and hereby covenant that they shall not) ▇▇▇ Seller or the Polish Sellers or seek or claim a refund of the Purchaser Default Amount on the gro...