Other Default by Purchaser Sample Clauses

Other Default by Purchaser. In the event of a failure by Xxxxxxxxx to establish, maintain, or collect rates or charges adequate to provide revenues sufficient to enable Purchaser to pay all amounts due to Seller under this Agreement, or in the event of a failure by Purchaser to take from Seller its Gas supplies in accordance with the provisions of this Agreement, or in the event of any default by Purchaser under any other covenant, agreement, or obligation in this Agreement, Seller (without limiting the provisions of Section 14.6) may bring any suit, action, or proceeding at law or in equity, including without limitation mandamus, injunction, and action for specific performance, as may be available to Seller to enforce any covenant, agreement, or obligation of Purchaser in this Agreement.
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Other Default by Purchaser. In the event of a default by Purchaser other than an Acquisition Default, Seller shall be entitled to: (i) terminate this Agreement and retain the Option Payment (to the extent not previously applied at a Closing) as liquidated damages, whereupon both parties shall be discharged from all duties and performance hereunder; or (ii) treat this Agreement as being in full force and effect and to seek specific performance of and/or damages with respect to any of Purchaser's representations, warranties or covenants contained in Sections 1.3, 2.2, 2.4, 11.1 and 11.2, and Articles V and VII of this Agreement.
Sample 1
Other Default by Purchaser. In the event of a default by Purchaser other than an Acquisition Default, including Purchaser’s failure to make a payment or failure to fulfill any other agreement made, tendered or to be performed by Purchaser as required in this Agreement or any other default hereunder, Seller shall be entitled to: (i) terminate this Agreement and receive payment of and retain the Deposit and all other payments made pursuant to this Agreement as liquidated damages, whereupon both Parties shall be discharged from all duties and performance hereunder; or (ii) treat this Agreement as being in full force and effect and seek specific performance and damages (but only as to such non-Acquisition Default).
Sample 1
Other Default by Purchaser. In the event of a failure by Purchaser to establish, maintain, or collect rates or charges adequate to provide revenues sufficient to enable Purchaser to pay all amounts due to TEAC under this Agreement, or in the event of a failure by Purchaser to take from TEAC its Gas supplies in accordance with the provisions of this Agreement, or in the event of any default by Purchaser under any other covenant, agreement, or obligation in this Agreement, TEAC (without limiting the provisions of Section 14.6) may bring any suit, action, or proceeding at law or in equity, including without limitation mandamus, injunction, and action for specific performance, as may be available to TEAC to enforce any covenant, agreement, or obligation of Purchaser in this Agreement. In addition to the foregoing remedies (and without limiting any other provisions of this Agreement), if Purchaser fails to accept from TEAC any of the Daily Contract Quantity tendered for delivery under this Agreement, TEAC shall have the right to sell such Gas to third parties.
Sample 1

Related to Other Default by Purchaser

  • Default by Purchaser IN THE EVENT OF ANY EVENT OF DEFAULT BY PURCHASER, SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL BE ENTITLED TO RECEIVE THE DEPOSIT, INCLUDING THE PURCHASER’S PREMIUM, AS LIQUIDATED DAMAGES (AND NOT AS A PENALTY) AND TO TERMINATE THIS AGREEMENT WHEREUPON NEITHER PARTY SHALL HAVE ANY FURTHER OBLIGATION OR LIABILITY, EXCEPT FOR THE OBLIGATIONS AND PROVISIONS WHICH ARE EXPRESSLY STATED TO SURVIVE TERMINATION OF THIS AGREEMENT. NOTHING IN THIS SECTION SHALL BE DEEMED IN ANY WAY TO LIMIT, AFFECT OR IMPAIR ANY OF PURCHASER’S INDEMNITIES OR OBLIGATIONS THAT SURVIVE THE TERMINATION OF THIS AGREEMENT OR LIMIT OR IMPAIR SELLER FROM PURSUING ANY REMEDIES AVAILABLE TO SELLER AT LAW OR IN EQUITY AS A RESULT OF SUCH INDEMNIFICATIONS OR OTHER OBLIGATIONS OF PURCHASER THAT SURVIVE THE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF SELLER TERMINATES THIS AGREEMENT PURSUANT TO A RIGHT GIVEN TO IT HEREUNDER AND PURCHASER TAKES ANY ACTION WHICH INTERFERES WITH SELLER’S ABILITY TO SELL, EXCHANGE, TRANSFER, LEASE, DISPOSE OF OR FINANCE THE PROPERTY OR TAKE ANY OTHER ACTIONS WITH RESPECT THERETO (INCLUDING, WITHOUT LIMITATION, THE FILING OF ANY LIS PENDENS OR OTHER FORM OF ATTACHMENT AGAINST THE PROPERTY), THEN PURCHASER SHALL BE LIABLE FOR ALL LOSS, COST, DAMAGE, LIABILITY OR EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES, COURT COSTS AND DISBURSEMENTS AND CONSEQUENTIAL DAMAGES) INCURRED BY SELLER BY REASON OF SUCH ACTION TO CONTEST BY PURCHASER.

  • Default by Seller Except as specifically provided elsewhere in this Contract, in the event that Seller fails to consummate this Contract or if Seller fails to perform any of Seller's other material obligations hereunder either prior to or at the Closing and such failure or refusal results from any reason other than the termination of this Contract by Purchaser pursuant to a right to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract, Purchaser may as its only remedy either (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, in which event Purchaser will be entitled to a return of the Deposit Note, whereupon neither party hereto will have any further rights or obligations hereunder, except (a) that Seller will authorize the Title Company to deliver to Purchaser the Deposit Note and Title Company will deliver the Deposit Note to Purchaser free of any claims by Seller or any other person with respect thereto, (b) that Seller shall reimburse Purchaser for its out of pocket costs associated with the negotiation and preparation of this Agreement and its examination of the Property, including, the fees and disbursements of its counsel, advisers, and agents, and (c) for provisions which survive Closing by their terms or (ii) enforce specific performance of Seller's duties and obligations under this Contract, provided that the right to enforce specific performance shall not require Seller to remove any title encumbrances placed on the Property after the Effective Date or require Seller to perform any covenant beyond the then current ability of Seller. In the event Purchaser fails to file an action for specific performance of this Contract on or before ninety (90) days after the date of such non-performance, Purchaser shall be deemed to have elected to proceed under clause (i) above and shall be deemed to have waived its right to enforce specific performance of this Contract.

  • Default by Buyer IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER DO HEREBY AGREE THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY, IS AND WILL BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN AMOUNT EQUAL TO THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON). SAID AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. UPON DEFAULT BY BUYER, THIS AGREEMENT WILL BE TERMINATED AND, EXCEPT FOR THE PROVISIONS OF THIS AGREEMENT THAT EXPRESSLY SURVIVE TERMINATION, INCLUDING BUYER’S INDEMNITY OBLIGATIONS UNDER PARAGRAPH 16.2, AND BUYER’S RELEASES CONTAINED UNDER PARAGRAPH 18, WHICH MAY BE ENFORCED BY SELLER IN ADDITION TO COLLECTION AND RETENTION BY SELLER OF THE AMOUNTS SET FORTH IN PARAGRAPH 3 OF THIS AGREEMENT, NEITHER PARTY HAS ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER EXCEPT FOR THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES FROM BUYER AND ESCROW HOLDER. UPON SUCH TERMINATION, SELLER SHALL BE ENTITLED TO RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES AS AFORESAID; PROVIDED, HOWEVER, IN ANY EVENT IN WHICH THE DEPOSIT EXCEEDS FIVE PERCENT (5%) OF THE TOTAL PURCHASE PRICE UNDER THIS AGREEMENT OR ANY AMENDMENT HERETO, THE DIFFERENCE REPRESENTED BY SUCH EXCESS SHALL BE RETURNED TO BUYER UPON SELLER’S EXERCISE OF SUCH REMEDY. Buyer’s Initials Seller’s Initials

  • Other Defaults Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

  • Purchaser Default If Purchaser defaults in its obligations hereunder to (a) deliver the Deposit, or (b) deliver the Purchase Price for each Property at the time required by Section 2.2.4 and, as a result, does not close on the purchase of the Properties on the Closing Date, then, immediately and without notice or cure, Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Properties. If Purchaser defaults in any of its other representations, warranties or obligations under this Agreement (including, without limitation, the failure to deliver to Escrow Agent the deliveries specified under Section 6.4 on the date required thereunder), and such default continues for more than ten (10) days after written notice from Sellers’ Representative, then Purchaser shall forfeit the Deposit and neither party shall be obligated to proceed with the purchase and sale of the Property. The Deposit constitutes liquidated damages and recourse to the Deposit is, except for Purchaser’s indemnity and confidentiality obligations hereunder, Sellers’ sole and exclusive remedy for Purchaser’s failure to perform its obligation to purchase the Properties or any breach of a representation or warranty by Purchaser hereunder. Sellers expressly waive the remedies of specific performance and additional damages for any default by Purchaser hereunder. SELLERS AND PURCHASER ACKNOWLEDGE THAT SELLERS’ DAMAGES WOULD BE DIFFICULT TO DETERMINE, AND THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLERS’ DAMAGES RESULTING FROM A DEFAULT BY PURCHASER IN ITS OBLIGATION TO PURCHASE THE PROPERTY. SELLERS AND PURCHASER FURTHER AGREE THAT THIS SECTION 11.1 IS INTENDED TO AND DOES LIQUIDATE THE AMOUNT OF DAMAGES DUE SELLERS, AND SHALL BE SELLERS’ EXCLUSIVE REMEDY AGAINST PURCHASER, BOTH AT LAW AND IN EQUITY, ARISING FROM OR RELATED TO A BREACH BY PURCHASER OF ITS OBLIGATION TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN WITH RESPECT TO PURCHASER’S INDEMNITY AND CONFIDENTIALITY OBLIGATIONS HEREUNDER.

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