Common use of Default of Seller Clause in Contracts

Default of Seller. If NSA delivers to Seller a written notice specifying the nature of Seller’s default and Seller fails to cure such default within thirty (30) days following the delivery of such notice, then and only then shall NSA have the right to terminate or cancel this Agreement. A “default” with respect to Seller shall mean that Seller, or Seller’s Affiliate, as applicable: (i) becomes insolvent or has a petition in bankruptcy, reorganization or similar action filed by or against it; (ii) has all or a substantial portion of its capital stock or assets expropriated or attached by any government entity; (iii) is dissolved or liquidated or has a petition for dissolution or liquidation filed with respect to it; (iv) is subject to property attachment, court injunction, or court order materially affecting its operations under this Agreement; or (v) breaches any representation, warranty, covenant, obligation, commitment or other agreement contained in this Agreement provided, however, that, notwithstanding anything else to the contrary contained herein, in the event of a material breach by Seller of its obligations under Sections 1, 6, 10, 11 or 23, if NSA delivers to Seller a written notice specifying the nature of Seller’s default and Seller fails to cure such default within three (3) business days following the delivery of such notice, then and only then shall NSA have the right to terminate or cancel this Agreement without further opportunity to cure; or (vi) shall be in default in the full and prompt payment or performance of any representation, warranty, covenant, obligation, commitment, condition or undertaking on Seller’s or Seller’s Affiliate’s part to be paid, met, kept, observed or performed pursuant to the provisions of any other written

Default of Seller. If NSA delivers In the event Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder or the permitted termination hereof by Purchaser or Seller a in accordance with the express provisions hereof, then Purchaser may, as its sole and exclusive remedy, either: (i) terminate this Agreement by giving Seller timely written notice specifying of its election before or at Closing and recover the nature Exxxxxx Money; (ii) enforce specific performance of Seller’s default obligations under this Agreement; or (iii) waive Seller's failure or breach and proceed to Closing. If Purchaser enforces specific performance of this Agreement by Seller, Purchaser agrees that Purchaser shall be required to pay the entire Purchase Price in Immediately Available Funds, and that Purchaser shall accept whatever title Seller has to the Property, if any, subject to all liens, encumbrances and other matters affecting title to the Property (all of which shall be deemed Permitted Exceptions) except for (A) liens and encumbrances intentionally or deliberately placed by Seller on the Property after expiration of the Inspection Period; (B) any liens granted by Seller under a deed of trust or other security instrument securing indebtedness of Seller; (C) unpaid taxes and special assessments for any years before the year of Closing during which Seller has had title to the Property; and (D) liens, encumbrances, and other matters that Seller is requested by Purchaser to cure or remove or bond against and that Seller expressly and unconditionally agrees in writing, in response to that request, to cure or remove or bond against (the matters described in items (A), (B), (C), and (D) are referred to herein as "Non-Permitted Liens"), with no reduction in the Purchase Price, and in no event shall Seller be obligated to cure or remove or bond against any title defects, liens, encumbrances, or other matters affecting title, other than Non-Permitted Liens. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to cure such default deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before ten (10) Business Days following the scheduled Closing Date or, having given that notice, fails to file a lawsuit asserting the claim or cause of action in Arapahoe County, Colorado, within thirty sixty (3060) days following the delivery scheduled Closing Date. Unless Purchaser in good faith either (1) disputes an allegation of such noticePurchaser's default and promptly files suit for declaratory judgment or (2) alleges a Seller default that continues after the notice and cure period set forth above and timely files suit for specific performance and the action is pending, then Purchaser may not place a lis pendens against all or any portion of the Property, and only then Purchaser hereby waives and releases any right it may have under applicable law to file any lis pendens. In no event or circumstance shall NSA have Purchaser be entitled to any consequential or punitive damages. Purchaser's remedies shall be limited to those described in this Section 6.2. The provisions of this Section 6.2 shall survive the right to terminate Closing or cancel any termination of this Agreement. A “default” with respect to Seller shall mean that Seller, or Seller’s Affiliate, as applicable: (i) becomes insolvent or has a petition in bankruptcy, reorganization or similar action filed by or against it; (ii) has all or a substantial portion of its capital stock or assets expropriated or attached by any government entity; (iii) is dissolved or liquidated or has a petition for dissolution or liquidation filed with respect to it; (iv) is subject to property attachment, court injunction, or court order materially affecting its operations under this Agreement; or (v) breaches any representation, warranty, covenant, obligation, commitment or other agreement contained in this Agreement provided, however, that, notwithstanding anything else to the contrary contained herein, in the event of a material breach by Seller of its obligations under Sections 1, 6, 10, 11 or 23, if NSA delivers to Seller a written notice specifying the nature of Seller’s default and Seller fails to cure such default within three (3) business days following the delivery of such notice, then and only then shall NSA have the right to terminate or cancel this Agreement without further opportunity to cure; or (vi) shall be in default in the full and prompt payment or performance of any representation, warranty, covenant, obligation, commitment, condition or undertaking on Seller’s or Seller’s Affiliate’s part to be paid, met, kept, observed or performed pursuant to the provisions of any other written.

Default of Seller. If NSA delivers to Seller a written notice specifying the nature of Seller’s default and Seller fails to cure such default within thirty (30) days following the delivery of such notice, then and only then shall NSA have the right to terminate or cancel this Agreement. A “default” with respect to Seller shall mean that Seller, or Seller’s Affiliate, as applicable: (i) becomes insolvent or has a petition in bankruptcy, reorganization or similar action filed by or against it; (ii) has all or a substantial portion of its capital stock or assets expropriated or attached by any government entity; (iii) is dissolved or liquidated or has a petition for dissolution or liquidation filed with respect to it; (iv) is subject to property attachment, court injunction, or court order materially affecting its operations under this Agreement; or (v) breaches any representation, warranty, covenant, obligation, commitment or other agreement contained in this Agreement provided, however, that, notwithstanding anything else to the contrary contained herein, in the event of a material breach by Seller of its obligations under Sections 1, 6, 10, 11 or 23, if NSA delivers to Seller a written notice specifying the nature of Seller’s default and Seller fails to cure such default within three (3) business days following the delivery of such notice, then and only then shall NSA have the right to terminate or cancel this Agreement without further opportunity to cure; or (vi) shall be in default in the full and prompt payment or performance of any representation, warranty, covenant, obligation, commitment, condition or undertaking on Seller’s or Seller’s Affiliate’s part to be paid, met, kept, observed or performed pursuant to the provisions of any other writtenwritten EXECUTION COPY

Default of Seller. If NSA delivers to Seller a written notice specifying the nature of Seller’s default and Seller fails to cure such default within thirty (30) days following the delivery of such notice, then and only then shall NSA have the right to terminate or cancel this Agreement. A “default” with respect to Seller shall mean that Seller, or Seller’s Affiliate, as applicable: (i) becomes insolvent or has a petition in bankruptcy, reorganization or similar action filed by or against it; (ii) is unable to produce the Products in sufficient volume as required by this Agreement or maintain the quality control levels specified pursuant to this Agreement; (iii) has all or a substantial portion of its capital stock or assets expropriated or attached by any government entity; (iiiiv) is dissolved or liquidated or has a petition for dissolution or liquidation filed with respect to it; (ivv) is subject to property attachment, court injunction, or court order materially affecting its operations under this Agreement; or; (vvi) breaches any representation, warranty, covenant, obligation, commitment or other agreement contained in this Agreement Agreement; provided, however, that, notwithstanding anything else to the contrary contained herein, in the event of a material breach by Seller of its obligations under Sections 1, 6, 10, 11 or 23, if NSA delivers to Seller a written notice specifying the nature of Seller’s default and Seller fails to cure such default within three (3) business days following the delivery of such notice, then and only then shall NSA have the right to terminate or cancel this Agreement without further opportunity to cure; or (vivii) shall be in default in the full and prompt payment or performance of any representation, warranty, covenant, obligation, commitment, condition or undertaking on Seller’s or Seller’s Affiliate’s part to be paid, met, kept, observed or performed pursuant to the provisions of any other writtenwritten agreements between Seller or Seller’s Affiliate and NSA. “Seller’s Affiliate” shall mean any individual or entity that directly or indirectly controls, is controlled by, or is under common control with Seller.