DEFINITION OF BUYER’S DEFAULT Sample Clauses

DEFINITION OF BUYER’S DEFAULT. The Buyer shall be deemed to be in default under this Contract in the following cases: (i) If any of the instalments when due and payable before delivery of the Vessel is not paid by the Buyer to the Builder as provided in Article 10 hereof; or (ii) If the fifth instalment as adjusted when due and payable upon delivery of the Vessel is not paid by the Buyer upon delivery of the Vessel as provided in Article 10 hereof; or (iii) If the Buyer fails to take delivery of the Vessel when the Vessel is validly and legally tendered for delivery by the Builder under the provisions of Article 7 hereof; or (iv) If the Buyer fails to furnish the Builder with the Performance Guarantee in Article 10(k) within ten (10) days after the effectiveness of the Contract. In the event that the Buyer is in default of any of its obligations under this Contract, the Builder is entitled to and shall have the following rights, powers and remedies as the Builder may have elsewhere in this Contract and/or at law, at equity or otherwise.
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DEFINITION OF BUYER’S DEFAULT. The BUYER shall be deemed to be in default of its performance of obligations under this Contract in the following cases (hereinafter called “BUYER’s Default”): (a) If any of the first or second or third or fourth or fifth instalment is not paid by the BUYER to the SELLER as provided in ARTICLE II hereof; or (b) If the delivery instalment is not deposited to the SELLER’s Bank by the BUYER to the SELLER for the delivery of the VESSEL as provided in ARTICLE II hereof; or (c) If the increased amount, if any, in the Contract Price as adjusted pursuant to ARTICLE V due and payable upon delivery of the VESSEL is not paid by the BUYER concurrently with the delivery of the VESSEL as provided in ARTICLE II hereof; or (d) If the BUYER, when the VESSEL is duly completed in conformity with the terms of this Contract and the Specifications and is tendered for delivery by the SELLER in accordance with the provisions of this Contract, fails to take delivery of the VESSEL within Five (5) days from the tendered date without any specific and valid ground therefor under this Contract.
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DEFINITION OF BUYER’S DEFAULT. The BUYER shall be deemed in default of its obligation under the Contract if any of the following events occurs: (a) The BUYER fails to pay the First instalment to the SELLER when such instalment becomes due and payable under the provisions of Article II hereof and provided the BUYER shall have received the SELLER’s demand for payment in accordance with Article II hereof; or (b) The BUYER fails to pay the second installment to the SELLER in accordance with Paragraph 3(b) and 4(b) of Article II hereof provided the BUYER shall have received the SELLER’s demand for payment in accordance with Article II hereof; or (c) The BUYER fails to take delivery of the VESSEL, when the VESSEL is duly tendered for delivery by the SELLER under the provisions of Article VII hereof; or Provided that where the BUYER fails to make a payment in accordance with the terms of Article II hereof due to any banking system disruption beyond the control of the BUYER, then the time for the payment of any such instalment due under the provisions of Article II hereof shall be extended for a period of two (2) New York banking days.
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DEFINITION OF BUYER’S DEFAULT. The BUYER shall be deemed to be in default of its performance of obligations under this Contract in the following cases: (a) If the Second or Third Installment is not paid by the BUYER to the BUILDER within Three (3) banking days after such installment becomes due and payable as provided in Article II hereof (Five (5) banking days in case of the First Installment); or (b) If the Fourth Installment is not deposited by the BUYER at the BUILDER’s bank at least Three (3) business days prior to the anticipated delivery date of the VESSEL as provided In Article II hereof; or (c) If the BUYER, when the VESSEL is duly tendered for delivery by the BUILDER in accordance with the provisions of this Contract, fails to accept the VESSEL within Five (5) days from the tendered date without any specific and valid ground thereof under this Contract;
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DEFINITION OF BUYER’S DEFAULT. The Buyer shall be deemed to be in default of performance of its obligations under this Contract in the following cases: (a) The Buyer fails to pay any of the First, Second, Third or Fourth Installments of the Contract Price to the Builder when such Installment becomes due and payable under the provisions of Article II hereof and fails to remedy such default within three (3) Banking Days of receipt of notice of such nonpayment from the Builder; or (b) The Buyer fails to take delivery of the Vessel, when the Vessel is duly tendered for delivery by the Builder under the provisions of Article VII hereof; or (c) The Buyer becomes or is declared, either by effective resolution of the Buyer or by order of any court of competent jurisdiction, insolvent or bankrupt; or (d) The Buyer files a voluntary petition, or an effective resolution is passed, for winding-up or dissolution of the Buyer, save for the purposes of amalgamation or reorganization not involving or arising out of insolvency, or the Buyer enters into an arrangement or composition with its creditors generally; or (e) A receiver, trustee or liquidator of the Buyer is appointed and such appointment is not terminated within thirty (30) days; or (f) Any bona fide petition for the winding-up of the Buyer is filed and not dismissed within thirty (30) days.
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DEFINITION OF BUYER’S DEFAULT. The BUYER shall be deemed to be in default of performance of its obligations under this Contract in the following cases: (a) If the BUYER fails to pay First Installment to the BUILDER on or before , after such Installment becomes due and payable under the provisions of Article II hereof; or (b) If the BUYER fails to pay Second, Installment to the BUILDER within one (1) business earlier day of following year than the date of this Contract under the provisions of Article II hereof; or (c) If the BUYER fails to pay Third and Fourth Installments to the BUILDER within three (3) business days, after such Installment becomes due and payable under the provisions of Article II hereof; or (d) If the BUYER fails to pay the Fifth Installment to the BUILDER concurrently with the delivery of the VESSEL by the BUILDER to the BUYER as provided in Article II hereof; or (e) If the BUYER fails to take delivery of the VESSEL, when the VESSEL is duly tendered for delivery by the BUILDER under the provisions of Article hereof;
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DEFINITION OF BUYER’S DEFAULT. The BUYER shall be deemed to be in default of its performance of obligations under this Contract in the following cases (hereinafter called “BUYER’s Default”): (a) If the first, second, third and Delivery installments are not paid by the BUYER to the BUILDER’s Bank as provided in Article II hereof; or (b) If the delivery installment is not deposited to the BUILDER’s Bank by the BUYER to the BUILDER for the delivery of the VESSEL as provided in Article II hereof; or (c) If the increased amount, if any, in the Contract Price as adjusted pursuant to Article V due and payable upon delivery of the VESSEL is not paid by the BUYER concurrently with the delivery of the VESSEL as provided in Article II hereof; or (d) If the BUYER, when the VESSEL is duly completed and in full conformity with the terms of this Contract and the Specifications and is tendered for delivery by the BUILDER in accordance with the provisions of this Contract, fails to take delivery of the VESSEL within Five (5) days from the tendered date without any specific and valid ground therefor under this Contract.
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DEFINITION OF BUYER’S DEFAULT. (a) The BUYER shall be deemed to be in default under this CONTRACT in any of the following cases: (i) If the first and second instalment is not paid to the BUILDER within respective DUE DATE of such instalments; (ii) If the third instalment is not deposited at the BUILDER’S BANK in accordance with ARTICLE X.4.(a)(ii); (iii) If the BUYER fails to take delivery of the VESSEL when the VESSEL is duly tendered for delivery by the BUILDER under the provisions of ARTICLE VII and the BUYER fails to remedy such failure within three (3) Business Days from receipt of the BUILDER’S notice holding it in default; (iv) If an order or an effective resolution shall be passed for winding up of the BUYER (except for the purpose of reorganization, merger or amalgamation); (v) If the BUYER fails to provide PERFORMANCE GUARANTEE to the BUILDER in accordance with the ARTICLE X.9.. (b) In case the BUYER is in default as set out in (a) above, the BUILDER is entitled to and shall have the following rights, powers and remedies in addition to such other rights, powers and remedies as the BUILDER may have under other provisions elsewhere in this CONTRACT
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Related to DEFINITION OF BUYER’S DEFAULT

  • Buyer’s Default Seller’s remedies shall be limited to liquidated damages in the amount of the Xxxxxxx Money set forth in Section IV. It is agreed that such payments and things of value are liquidated damages and are Seller’s sole and only remedy for Buyer’s failure to perform the obligations of this Agreement. The Parties agree that Seller’s actual damages in the event of Buyer’s default would be difficult to measure, and the amount of the liquidated damages herein provided for is a reasonable estimate of such damages.

  • Seller’s Default Buyer may elect to treat this Agreement as cancelled, in which case all Xxxxxxx Money paid by Buyer hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Agreement as being in full force and effect and Buyer shall have the right to specific performance or damages, or both.

  • Conditions to Obligation of Buyer The obligation of Buyer to consummate the Closing is subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Buyer) of the following further conditions: (i) Seller shall have performed in all material respects all of its obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of Seller contained in this Agreement (disregarding all materiality and Material Adverse Effect qualifications) shall be true when made and at and as of the Closing Date, as if made at and as of such date, with only such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (iii) Buyer shall have received a certificate signed by an officer of Seller to the foregoing effect; (b) all consents of third parties required by the agreements listed in Section 10.02(b) of the Disclosure Schedule shall have been obtained; (c) all governmental licenses, authorizations, permits, consents and approvals required to carry on the Business as now conducted shall have been transferred to or otherwise obtained by Buyer on or before the Closing Date, with only such exceptions as would not reasonably be expected to have a Material Adverse Effect; (d) Buyer shall have received all documents it may reasonably request relating to (i) the existence of Seller and its Subsidiaries (including the Purchased Subsidiaries) and (ii) the authority of Seller for this Agreement, all in form and substance reasonably satisfactory to Buyer; and (e) The proceeds of the Debt Financing shall have been received by Buyer, or shall be fully available to Buyer, on substantially the terms and conditions set forth in the Debt Commitment Letter (including after giving effect to any changes pursuant to the “market flex” provisions thereof); provided that Buyer shall not be entitled to assert the failure of the condition set forth in this Section 10.02(e) if the failure of the Debt Financing to be consummated has resulted solely from the failure of the Equity Financing to be consummated.

  • Purchaser’s Default If Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the Xxxxxxx Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said Xxxxxxx Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to retain the Xxxxxxx Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the Xxxxxxx Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of said Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

  • Buyer Default If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller (provided no notice shall extend the time for Closing), then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Xxxxxxx Money Deposit, including any interest thereon, shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and both Buyer and Seller shall thereupon be released from all obligations hereunder.

  • Seller Default If a Seller, prior to the Closing, defaults in its representations, warranties, covenants, or obligations under this Agreement, including to sell its Property as required by this Agreement and such default continues for more than ten (10) days after written notice from Purchaser, then, at Purchaser’s election, Purchaser may either (i) if Purchaser has closed on the remaining Properties for which there has been no default alleged, seek specific performance of the defaulting Seller’s obligations pursuant to this Agreement (but not damages); or (ii) give a Termination Notice to Sellers’ Representative of Purchaser’s decision to terminate this Agreement for the Properties for which there was such a default, proceed to Closing on the remaining Properties, and the applicable Seller shall pay to Purchaser an amount equal to the Applicable Share of the Deposit for the terminated Properties, Return on Deposit on the Applicable Share amount (or credit the same to Purchaser against the Base Purchase Price for the other Properties for which this Agreement has not been terminated), an amount equal to the actual third party costs incurred by Purchaser relating to breaking Purchaser’s rate lock with respect to the terminated Properties (provided Sellers’ liability for such costs to Purchaser related to breaking the rate lock shall not exceed $2,000,000 in the aggregate regardless of the number of terminated Properties), and, if Sellers’ default under this Agreement resulted from an intentional action or inaction of Sellers taken in bad faith (excluding any action or inaction a Seller reasonably takes or refuses to take in response to a request or requirement of any Lender) that causes one (1) or more of the Closings not to occur solely as a result of such action or inaction, a termination fee of $8,000,000 (the “Termination Fee”) (provided Purchaser has otherwise performed it obligations under this Agreement with respect to the other remaining Properties, including delivery of the Purchase Price therefor, and Sellers have been afforded notice and an opportunity to cure as provided above but have failed to so cure). The amount of the Termination Fee that may be collected by Purchaser shall be limited to $8,000,000, regardless of the number of Sellers alleged to have defaulted hereunder. Purchaser shall be entitled to execute on the Guaranty for any of the Applicable Share of the Deposit, Return on Deposit, and Termination Fee if the same are not returned within one (1) day after termination of the Agreement with respect to the Property or Properties in question.

  • Our Liability for Failure to Complete Transactions If we do not properly complete a transaction from your Card on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

  • Conditions Precedent to Obligation of Purchaser The obligation of Purchaser to consummate the transaction hereunder shall be subject to the fulfillment on or before the Closing Date of all of the following conditions, any or all of which may be waived by Purchaser in its sole discretion: (a) Seller shall have delivered to Purchaser all of the items required to be delivered to Purchaser pursuant to the terms of this Agreement, including but not limited to the tenant estoppel certificates required under Section 7.2 and the documents and other items provided for in Section 10.3. (b) All of the representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date (with appropriate modifications permitted under this Agreement). For the avoidance of doubt, the representations and warranties contained in Subsections 8.1 (f) and (g) may be modified at Closing to reflect changes in the identity of the Tenants and the Leases (that are not in violation of the operating covenants set forth in Section 7.1 above), notices received from any Tenant that it is terminating its Lease, vacating its premises, or filing for bankruptcy, any Tenant defaults between the date hereof and Closing, and any changes in the Service Contracts (in accordance with the operating covenants set forth in Section 7.1 above), and any defaults by the service providers thereunder. (c) Seller shall have performed and observed, in all material respects, all covenants and agreements of this Agreement to be performed and observed by Seller as of the Closing Date. (d) At or prior to Closing, the Title Company shall be prepared, or First American Title Insurance Company’s National Office shall be prepared if the Title Company is not so prepared, to irrevocably commit to issue to Purchaser a standard Pennsylvania basic owner’s title insurance policy (without regard to any endorsements required by Purchaser or its lender) in the amount of the Purchase Price with respect to the Property pursuant to a marked-up title commitment or a pro-forma policy effective as of the Closing Date, subject only to Permitted Exceptions and the standard printed exceptions on such policy, upon the fulfillment by Seller and Purchaser of the Schedule B, Section I requirements, and the payment by Purchaser of the requisite premium. Seller shall have the right to arrange for First American Title Insurance Company’s National Office to become involved in such title decisions. (e) Closing shall simultaneously take place between KPG Purchasers and M-C Sellers under all of the Other P&S Agreements, unless such failure to close thereunder is due to the bad faith and intentional acts of Purchaser or any KPG Purchaser intended to impede Closing or a breach of any material covenant of Purchaser under this Agreement or any KPG Purchaser under the other P&S Agreements of which it is a party. If the conditions precedent to Closing under this Section 9.1 are not satisfied or waived by Purchaser on or before Closing, Purchaser shall have the right to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit and interest earned thereon and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligations to each other hereunder.

  • Conditions to Obligation of Purchaser The obligation of Purchaser to purchase and pay for the Acquired Assets is subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following conditions:

  • Buyer’s Remedies If SELLER fails to perform its obligations pursuant to this Agreement for any reason except failure by BUYER to perform hereunder, or if prior to Closing any one or more of SELLER’s representations or warranties are breached in any material respect, BUYER shall elect, as its sole remedy (except as provided in this Section and Section 9), either to (i) terminate this Agreement by giving SELLER timely written notice of such election prior to or at Closing and recover the Deposit, (ii) solely enforce specific performance, or (iii) waive said failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, BUYER shall be deemed to have elected to terminate this Agreement if BUYER fails to 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 such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. BUYER’s remedies shall be limited to those described in this Section hereof. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MEMBER, MANAGER OR 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.

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