Purchaser Remedies. (a) If a Seller Event of Default occurs and is continuing, the Purchaser shall have the right, upon written notice to the Seller, at its option, and in addition to and not in substitution for any other remedies available to it at law or equity (including the right to xxx for damages), to:
(i) bring an action for specific performance of any obligation of the Seller under this Agreement or the Power of Attorney;
(ii) prohibit the payment by the Seller of any Distributions to any Barrick Group Entities;
(iii) exercise its rights under the Power of Attorney and give to the Account Bank such notice as is necessary to allow the Purchaser to use the cash in the Collection Account to purchase Refined Gold and/or Refined Silver (the “Substitute Metals”) in such amounts as required to satisfy the Seller’s then accrued and due obligations to deliver Payable Gold or Payable Silver to the Purchaser. For greater certainty, Deferred Silver Ounces shall not constitute accrued and due obligations for purposes of this Section 11.2(a)(iii); provided that the foregoing shall not apply upon a Seller Event of Default described in Section 11.1(f) or upon a termination of this Agreement (it being understood that the cash in the Collection Account shall be used to satisfy the current and overdue delivery obligations of the Seller under this Agreement in accordance with Sections 6.7(e)(i) through (iv), inclusive). Notwithstanding the foregoing, the Parties hereby agree that any liability of the Parent Company under this Agreement shall be limited to Losses resulting solely from the breach of this Agreement by the Parent Company and shall not result from any breach of this Agreement by the Seller.
(b) In addition to the specific remedies set out in Section 11.2(a), upon the occurrence and during the continuation of a Seller Event of Default, the Gold Cash Price and the Silver Cash Price payable by the Purchaser to the Seller shall be reduced by 50% for all deliveries of Refined Gold or Refined Silver during such period (including for the purchase and delivery of Substitute Metals by the Purchaser in accordance with Section 11.2(a)(iii)). For greater certainty, prior to the Advance Payment Reduction Date, the difference between the applicable Gold Reference Price and/or Silver Reference Price and the reduced Gold Cash Price and/or Silver Cash Price, respectively, shall be applied in full against the Advance Payment in accordance with the provisions of Sections 2.5(a) and 2.6(a). This...
Purchaser Remedies. Upon the failure by a Seller to fulfill any undertaking or commitment provided for herein on the part of such Seller that is required to be fulfilled on or prior to the Closing Date, Purchaser, as its sole option, may (i) enforce specific performance of this Agreement or (ii) pursue any rights or remedies available at law or in equity.
Purchaser Remedies. Section 10.2 of the Agreement is hereby amended and restated as follows:
Purchaser Remedies. If Seller defaults under or breaches this Agreement and fails to sell the Property in accordance with this Agreement, Purchaser shall have the right, as its sole remedy, either (a) to terminate this Agreement by giving written notice to Seller and receive the return of the Deposit and reimbursement of all of its reasonable out-of-pocket costs incurred in connection with the transaction contemplated by this Agreement, subject to a cap of $50,000.00, within thirty (30) days following receipt of reasonable evidence of such costs, which return and reimbursement shall operate to release Seller from any and all liability hereunder, (b) to enforce specific performance of Seller’s obligation to sell the Property to Purchaser in accordance with this Agreement or (c) if specific performance is not available as a remedy for Buyer because Seller has conveyed the Property in breach of this Agreement to a good faith purchaser, then Purchaser may exercise such further rights and remedies as may be available at law or in equity, provided however, the maximum aggregate cap for all claims and damages resulting from such breach shall not exceed $2,000,000. Other than as set forth above, Purchaser expressly waives all rights to obtain damages in the event of Seller’s failure to close the sale of the Property hereunder. Purchaser shall be deemed to have elected to terminate this Agreement and receive the return of the Deposit and reimbursement of its reasonable out-of-pocket costs incurred in connection with the transaction contemplated by this Agreement if Purchaser fails to file suit against Seller, in a court having jurisdiction in the county and state in which the Property is located, within thirty (30) days following the date upon which Closing was to have occurred. The provisions of this Section 10.10 shall survive the Closing.
Purchaser Remedies. If Seller is in default, Purchaser may elect to treat this Agreement as terminated, in which case, the Earnest Money Deposit and xxx xxxments and things of value received hereunder shall be returned to Purchaser and Purchaser may recover such damages as may be proper, or Purchaser may elect to treat this contract as being in full force and effect and Purchaser shall have the right to specific performance, injunctive relief, and damages. The parties hereto acknowledge that the Stock is unique; that any claim for monetary damages may not constitute an adequate remedy; and that it may therefore be necessary for the Purchaser's protection and to carry out the terms of this Agreement for Purchaser to apply for the specific performance of the provisions hereof or for injunctive relief. It is accordingly hereby agreed by the Seller Affiliates that no objection to the form of the action or the relief prayed for in any proceeding for specific performance of this Agreement shall be raised by any Seller Affiliate, in order that such relief may be expeditiously obtained by the Purchaser.
Purchaser Remedies. In the event Seller defaults in any of its obligations under this Agreement and fails to cure such default within fifteen (15) days after written notice of such default from Purchaser, then Purchaser may, as its sole and exclusive remedies, either (i) enforce specific performance of this Agreement against Seller, (ii) terminate this Agreement by written notice to Seller and the Title Company, in which event the Xxxxxxx Money and all interest accrued thereon shall be returned to Purchaser, or (iii) if specific performance is not available, or if Seller has intentionally caused a breach of a representation or warranty as set forth in Xxxxxxx 0X, Xxxxxxxxx may xxx for damages, subject to Section 17D hereof. If Purchaser fails to file suit for specific performance against Seller, or to file suit for damages if clause (iii) of the preceding sentence is applicable, in a court having jurisdiction on or before ninety (90) days following the date upon which Closing was to have occurred, then Purchaser shall be deemed to have elected to terminate this Agreement and receive back the Xxxxxxx Money and all interest accrued thereon.
Purchaser Remedies. In addition to any other remedy available to the Purchaser at law or in equity, if (i) either of the Seller or the Company breaches this Agreement or (ii) the Purchaser discovers within one year of the Effective Date that the representations and warranties set forth in Sections 2 or 3 above are not true and accurate, the Purchaser, at the Purchaser’s option, may (iii) cancel this Agreement and require each Seller to refund the Cash Contribution and return the Purchaser Shares; or (iv) require each Seller to return ***** of the Cash Contribution.
Purchaser Remedies. In case any of the foregoing conditions hereinbefore declared to be for the benefit of the Purchaser shall not be satisfied at the Time of Closing, the Purchaser may: (a) refuse to complete the transactions contemplated herein by notice to the Vendors and Principals and Callon and in such event the Purchaser shall be released from all obligations hereunder, it being expressly understood and agreed that the Purchaser may rely, notwithstanding such refusal, upon the representations, warranties, covenants and conditions contained in this Agreement. The deposit of FOUR HUNDRED THOUSAND Canadian dollars (CDN $400,000.00) paid by the Purchaser shall be refunded by the Vendors and Principals and Callon to the Purchaser; or (b) complete the transaction contemplated herein, it being expressly understood and agreed that the Purchaser may rely, notwithstanding such completion, upon the representations, warranties, covenants and conditions contained in this Agreement. Provided that any of the said conditions may be waived in whole or in part by the Purchaser without prejudice to its rights of rescission in the event of the non-fulfilment and/or non-performance of any other condition or conditions, any such waiver prior to the Time of Closing to be binding on the Purchaser only if the same is in writing.
Purchaser Remedies. (a) In the event of any Event of Default by Seller on or before the Closing Date, then, Purchaser may elect, as its sole and exclusive remedy, to either (i) seek specific performance of this Agreement, or (ii) terminate this Agreement by delivering written notice to Seller and Escrow Agent and immediately upon termination by Purchaser, Escrow Agent shall pay to Purchaser, as Purchaser’s sole remedy, the Deposit. If Purchaser elects to seek specific performance such remedy must be elected by Purchaser, and a lawsuit filed by Purchaser, no later than thirty (30) days following the scheduled Closing Date, otherwise Purchaser shall be deemed to have elected the remedy set forth in subsection (ii) of the preceding sentence.
(b) After the Closing, Purchaser’s sole remedy for a breach by Seller of an obligation that survives Closing shall be for Purchaser to bring an action resulting from any such breach within ninety (90) days of the breach. If for any reason Purchaser does not bring an action within such time period, Purchaser shall be deemed to have forever waived any and all claims against Seller.
Purchaser Remedies. If an Event of Default occurs and is continuing, the Purchaser shall have the right, upon written notice to the Seller, at its option and in addition to and not in substitution for any other remedies available at law or equity, to take any or all of the following actions:
(i) demand delivery by the Seller to the Purchaser of any Refined Gold deliverable but not yet delivered in accordance with this Agreement;
(ii) terminate this Agreement by written notice to the Seller and, without limiting 10.2(a)(i); (x) demand a refund of the Uncredited Balance, if any, and (y) demand all additional Losses suffered or incurred by the Purchaser as a result of the occurrence of such Event of Default and termination, including following termination, Losses based on the Purchaser’s loss of the benefits from this Agreement. Notwithstanding any other provision of this Article 10, if an Event of Default under Sections 10.1(b), 10.1(c) or 10.1(d) has occurred and is continuing, and the occurrence and continuance of any such Event of Default does not have a Material Adverse Effect (or would not, with notice or the passage of time, have a Material Adverse Effect), then the Purchaser shall have no right to terminate this Agreement, but it shall be entitled to all other remedies available to it at law or at equity;
(iii) enforce its rights under the Guarantor Guarantees; and
(iv) enforce the Purchaser Security. For greater certainty, if the Purchaser does not exercise its right under Section 10.2(a)(ii), the obligations of the Seller under this Agreement shall continue in full force and effect. The Seller shall promptly pay the Purchaser all Losses under Section 10.2(a)(ii) upon demand from the Purchaser.
