Purchaser’s Breach. The Seller shall not be liable in respect of any Relevant Claim to the extent that such Relevant Claim arises as a result of, or is increased by, the failure of the Purchaser to comply with any of its obligations under this Agreement.
Purchaser’s Breach. Notwithstanding anything to the contrary contained in this Agreement, if Purchaser fails to close the transaction contemplated by this Agreement solely by reason of a default by Purchaser hereunder, and fails to cure such default within ten (10) business days after written notice thereof from Seller, the Xxxxxxx Money shall be forfeited to Seller as liquidated damages, which shall be Seller’s sole and exclusive remedy against Purchaser, at which time this Agreement shall be null and void and neither party shall have any rights or obligations under this Agreement, except that Purchaser shall remain obligated for Purchaser’s Continuing Obligations. Seller acknowledges and agrees that, except for Purchaser’s Continuing Obligations, (1) the Xxxxxxx Money is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (2) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Purchaser under this Agreement would be extremely difficult and impractical to determine; and (3) the Xxxxxxx Money shall be and constitute valid liquidated damages (except for any sums due Seller in connection with Purchaser’s Continuing Obligations).
Purchaser’s Breach. Purchaser shall not be in default of any material obligation under this Agreement beyond any applicable cure period and no event shall have occurred which would constitute a material breach of Purchaser’s representations or warranties contained in this Agreement.
Purchaser’s Breach by Chiron (a) if the Purchaser shall refuse or fail after notice to perform any material covenant or agreement required to be performed by it under this Agreement or (b) if any representation or warranty of the Purchaser contained in this Agreement shall prove to have been inaccurate or misleading in any material respect at the time when made;
Purchaser’s Breach. If (i) all of the conditions to the Purchaser’s obligations to purchase the Property have been satisfied or waived in writing by the Purchaser and the Seller is not in default under this Agreement, and (ii) the Purchaser fails to consummate the purchase of the Property for any reason other than the Seller’s default, the Seller, as the Seller’s sole and exclusive remedy, may terminate this Agreement and receive the Deposit, together with all accrued interest, as full and final liquidated damages because actual damages suffered by the Seller would be difficult, impractical and inconvenient to determine or ascertain. Thereafter, there shall be not further liability thereunder on the part of either party or the other party.
Purchaser’s Breach. At the election of Seller, if Purchasers have breached any representation, warranty, covenant or agreement contained in this Agreement in any material respect; provided, however, Seller shall have no termination right hereunder unless the breach of such representation, warranty, covenant or agreement shall not have been cured by Purchasers (unless such breach is incapable of cure) within fifteen (15) days after Purchasers shall have received notice from Seller that Seller intends to exercise its right to terminate under this Section 10.1(b).
Purchaser’s Breach. If Closing does not occur because the conditions set forth in Section 5.7(b) are not satisfied or waived prior to Closing, and Purchaser does not have a right to terminate this Agreement pursuant to Section 5.7(c), (d) or (e) Seller shall elect, in its sole discretion, to terminate this Agreement and retain the Deposit as its sole and exclusive remedy, or pursue the remedy of specific performance.
Purchaser’s Breach. Purchaser shall be considered to be in breach hereunder upon the occurrence of any one or more of the following events:
Purchaser’s Breach. If Closing does not occur because Purchaser wrongfully and intentionally fails to tender performance at Closing, and Seller is ready to close, Seller may exercise any other remedy available at law or in equity, including specific performance of this Agreement. Purchaser’s failure to close shall not be considered wrongful and intentional if Purchaser has terminated this Agreement as of right under Section 6.1.
Purchaser’s Breach. The Sellers may terminate this Agreement if the representations and warranties that the Purchaser has made hereunder were untrue, in any material respect, when made or will be untrue, in any material respect, on the Closing Date as if made on and as of the Closing Date or if the Purchaser has failed to perform promptly the covenants and agreements hereunder that it is required to perform on or before the Closing Date.
