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a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale and the failure of Closing to occur due to a default of Purchaser under this Agreement; (2) the actual damages suffered and costs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. 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 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. 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. 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.
Purchaser’s Breach. Purchasers shall be in breach of this Agreement if (i) the Purchasers decide to purchase the Stock from Sellers as provided in this Agreement and Purchasers fail to close and pay or cause to be paid to Sellers and CellStar Ltd. at the Closing the Consideration provided in Section 2 hereinabove once all the conditions set forth in this Agreement have been met to that effect or, if Purchasers chooses to implement the Alternate Transaction, if Purchasers fail to close and pay to Celular Express the Alternate Transaction Consideration provided in Section 2 hereinabove once all the conditions set forth in this Agreement have been met to that effect, (ii) subject to Section 17(d) hereinabove, this Agreement has not been terminated, (x) Purchasers fail to cause CII to pay to Sellers their share of CII’s 2007 calendar year profits as provided in this Agreement, and (y) Purchasers and Celular Express do not pay to Sellers their share of Celular Express’s 2007 calendar year profits as provided in this Agreement, or (iii) Purchasers shall fail to perform any of their obligations under this Agreement or if any of its representations or warranties are untrue in any material respect.
Purchaser’s Breach. UPON DEFAULT BY PURCHASER, SELLER SHALL PROVIDE WRITTEN NOTICE TO PURCHASER AND THREE (3) BUSINESS DAYS TO CURE SAID DEFAULT. UPON FAILURE TO CURE ANY DEFAULT BY PURCHASER WITHIN THE THREE (3) BUSINESS DAYS PROVIDED, AND, AS A RESULT OF SUCH DEFAULT, THE TRANSACTION CONTEMPLATED HERBY FAILS TO CLOSE, SELLER SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO PURCHASER AND THE ESCROW HOLDER. IN SUCH EVENT, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT (WHICH INCLUDES ANY ACCRUED INTEREST THEREON) AS LIQUIDATED DAMAGES AND, EXCEPT FOR PURCHASER'S INDEMNITY AND OTHER SPECIFIC OBLIGATIONS REFERRED TO HEREIN WHICH MAY BE ENFORCED BY SELLER, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER AT LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION, SELLER SHALL HAVE NO RIGHT TO SEEK THE REMEDY OF SPECIFIC PERFORMANCE AGAINST PURCHASER. IN THE EVENT OF PURCHASER'S DEFAULT, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES SUFFERED BY SELLER AS A RESULT OF PURCHASER'S DEFAULT, AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION REPRESENT A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH DEFAULT; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT: (A) LIMIT SELLER'S RIGHT TO RECEIVE REIMBURSEMENT FOR ATTORNEYS' FEES PURSUANT TO SECTION 8.15 BELOW; (B) WAIVE OR AFFECT PURCHASER'S INDEMNITY OBLIGATIONS AND SELLER'S RIGHTS TO SUCH INDEMNITY; OR
Purchaser’s Breach. Purchaser shall be considered to be in breach hereunder upon the occurrence of any one or more of the following events:
(a) Any of Purchaser's warranties or representations set forth herein is or becomes untrue in any material respect on or before the Project Closing Date;
(b) Purchaser fails to meet, comply with, or perform any covenant, agreement, condition or obligation on its part required under this Agreement other than as provided in Section 6.3(c) below; or
(c) Purchaser fails or refuses to purchase the Property on the Project Closing Date or Purchaser notifies Seller at any time after the date of execution hereof that Purchaser will not purchaser the Property for any reason other than Seller's default.
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.
