Purchaser Breach. Purchaser shall not have failed to perform in any material respect any obligation or to comply in any material respect with any covenant of Purchaser to be performed or complied with by it under this Agreement, and Seller shall have received a certificate signed by an authorized officer of Purchaser to such effect.
Purchaser Breach. Purchaser shall not have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant to be performed or complied with by it under this Agreement. The foregoing conditions are for the sole benefit of Sellers, may be waived on behalf of all Sellers by Sellers’ Representative, in whole or in part, at any time and from time to time in the sole discretion of Sellers’ Representative. The failure by Sellers’ Representative at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.
Purchaser Breach. Purchaser shall have complied in all material respects with any agreement or covenant to be performed or complied with by Purchaser under this Agreement.
Purchaser Breach. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under this Agreement occurs that, individually or in the aggregate, would cause the Closing not to occur on or prior to the Outside Date, and such breach or failure is incapable of being cured prior to the Outside Date or is not cured prior to the Outside Date, provided that none of the Seller Parties or Freedom are then in breach of this Agreement so as to cause the Closing not to occur on or prior to the Outside Date; or
Purchaser Breach. Purchaser shall not have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant to be performed or complied with by it under this Agreement where the failure to so perform is not adequately or properly remedied by indemnification under this Agreement. The foregoing condition is for the sole benefit of Shareholders, may be waived by Shareholders, in whole or in part, at any time and from time to time at the sole discretion of Shareholders. The failure by Shareholders at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.
Purchaser Breach. The restraint obligations imposed by clause 11.1 will cease to apply if the Purchaser fails to pay the Vendor any of the Purchase Price or otherwise fails to account to the Vendor for Moneys due under this Agreement.
Purchaser Breach. Purchaser shall indemnify Seller and defend and hold Seller harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, resulting from any misrepresentation or breach of warranty made by Purchaser in this Agreement or in any document, certificate, or exhibit given or delivered by Purchaser at the Closing.
Purchaser Breach. Purchaser shall not have failed to perform in any material respect any material covenant of Purchaser to be performed or complied with by it under this Agreement;
Purchaser Breach. Neither Parent nor the Purchaser shall have failed to perform in any material respect any material obligation or to comply in any material respect with any covenant of Parent or the Purchaser to be performed or complied with by it under this Agreement.
Purchaser Breach. This Agreement and the transactions contemplated herein may be terminated and abandoned at any time on or prior to the Closing Date if (i) any representation or warranty made by the Purchaser herein for the benefit of the Selling Shareholder, or any certificate, schedule or document furnished by the Purchaser to the Selling Shareholder pursuant to this Agreement, is untrue in any material respect, or (ii) the Purchaser shall have defaulted in any material respect to the performance of any material obligation under this Agreement; provided, however, that any termination pursuant to this Section 2.5(c) shall not relieve the Purchaser of any Damages for breach or default as described in clauses (i) or (ii) above.
