Purchaser’s Damages Sample Clauses

Purchaser’s Damages. In addition to any other rights available to the Purchasers, if the Company fails to deliver to each Purchaser the shares of Preferred Stock and Warrants required to be delivered at the Second or Third Closing, the Company shall pay each such Purchaser, upon the Purchaser's demand, an amount calculated according to the formula below as liquidated damages by cash or wire transfer in immediately available funds to the account of such Purchaser, or as otherwise directed by such Purchaser: [(MP-CP) x CSPS] + [(MP-EP) x CSW] where MP is the Per Share Market Price (as defined in the Registration Rights Agreement) on the applicable Closing Date; where CSPS is the number shares of Common Stock into which the shares of Preferred Stock that should have been delivered at the applicable Closing could have been converted; where CSW is the number of shares of Common Stock for which the Warrants that should have been delivered at the applicable Closing could have been exercised;
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Purchaser’s Damages. The term "Purchaser's Damages" shall ------------------- include all losses, costs, expenses (including reasonable attorneys' fees and experts' fees and expenses and other costs and expenses incident to any suit, action, investigation, claim or proceeding), fees, liabilities and damages sustained by the party entitled to indemnity prior to any reimbursement therefor:
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Purchaser’s Damages. In the event the sale of the Property as contemplated hereunder is not consummated due to Seller’s default hereunder and such default continues for more than ten (10) days after written notice from Purchaser, Purchaser shall be entitled, as its sole remedy, either (a) to receive the return of all of the Exxxxxx Money, which return shall operate to terminate this Agreement and release Purchaser and Seller from any and all liability hereunder, and be reimbursed from Seller concurrently with such termination the actual documented out-of-pocket expenses incurred by Purchaser and paid (i) to Purchaser’s outside attorneys in connection with the negotiation of this Agreement, (ii) to unrelated and unaffiliated third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to this Agreement, and (iii) to Purchaser’s lender in connection with the financing of this transaction, all such items in (i), (ii) and (iii) above shall not exceed the maximum amount of $300,000.00, or (b) to enforce specific performance of Seller’s obligation to convey the Property to Purchaser in accordance with the terms of this Agreement. Purchaser expressly waives its rights to seek damages in the event of Seller’s default hereunder. Except as set forth in this Section 8.2, Purchaser shall be deemed to have elected to terminate this Agreement and receive back all of the Exxxxxx Money if Purchaser fails to file suit for specific performance against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before two (2) years following the date upon which Closing was to have occurred.
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Purchaser’s Damages. In addition to any other rights available to the Purchasers, if the Company fails to deliver to each Purchaser the Debentures and the Warrants required to be delivered at the Second Closing or the Third Closing, the Company shall pay each Purchaser, upon any Purchaser's demand, an amount calculated according to the formula below
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Purchaser’s Damages. The amount of $75,000 set forth in Section 10.2 of the Contract is hereby increased to $150,000.
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Purchaser’s Damages. Notwithstanding the foregoing, no indemnification shall be payable pursuant to Section 13.2.1 until the aggregate amount of all Losses with respect to such claim exceeds $100,000 (the "Threshold Amount"), whereupon, provided the other requirements of this Article have been complied with, the entire amount of such Losses shall become due and payable. Each time the entire amount of such Losses is paid in full, the Threshold Amount shall again apply. The maximum liability of the Seller and the Stockholder to indemnify Purchaser Indemnitees under this Article shall not exceed the amount of Twenty Million Dollars ($20,000,000).
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Purchaser’s Damages. In the event Purchaser elects (i) above as a result of a Seller’s Default, the Xxxxxxx Money (including accrued interest) shall be refunded to Purchaser, and neither Purchaser nor Seller shall have any further obligations or liability hereunder, except pursuant to the indemnification and confidentiality provisions herein and the following sentence. In addition, upon demand by Purchaser, Seller shall reimburse Purchaser for the commercially reasonable, actual out-of-pocket costs incurred by Purchaser in connection with the transaction described in this Agreement, not to exceed $50,000.00.
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Related to Purchaser’s Damages

  • Purchaser’s Deliveries At the Closing, Purchaser shall deliver the following to Seller:

  • Purchaser’s Default If Purchaser fails to consummate this transaction for any reason other than Seller’s intentional and willful default, failure of a condition to Purchaser’s obligation to close, or the exercise by Purchaser of an express right of termination granted herein, Seller shall be entitled, as its sole remedy hereunder, to terminate this Agreement and to receive and retain the Xxxxxxx Money as full liquidated damages for such default of Purchaser, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Purchaser’s default, and that said Xxxxxxx Money is a reasonable estimate of Seller’s probable loss in the event of default by Purchaser. Seller’s retention of said Xxxxxxx Money is intended not as a penalty, but as full liquidated damages. The right to retain the Xxxxxxx Money as full liquidated damages is Seller’s sole and exclusive remedy in the event of default hereunder by Purchaser, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) xxx the Purchaser: (a) for specific performance of this Agreement, or (b) to recover actual damages in excess of the Xxxxxxx Money. The foregoing liquidated damages provision shall not apply to or limit Purchaser’s liability for Purchaser’s obligations under Sections 3.1(b), 3.1(c), 3.7 and 10.1 of this Agreement. Purchaser hereby waives and releases any right to (and hereby covenants that it shall not) xxx Seller or seek or claim a refund of said Xxxxxxx Money (or any part thereof) on the grounds it is unreasonable in amount and exceeds Seller’s actual damages or that its retention by Seller constitutes a penalty and not agreed upon and reasonable liquidated damages.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Purchasers Deliverables Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

  • Purchaser’s Indemnity Each of the Purchasers participating in registration hereunder will indemnify and hold harmless BVR, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue statement of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. .

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • Indemnity by Buyer Buyer hereby agrees to indemnify and hold harmless Sellers and the Company, any and all of their respective officers, directors, managers, members, agents and other Affiliates (the “Seller Parties”) from and against any Losses which may be made or brought against the Seller Parties or which the Seller Parties may suffer or incur as a result of, in respect of or arising out of:

  • Direct Damages A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT LIMIT THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER Section 3.5(c), Section 7.3, AND Article 15.

  • Liability for Damages Nothing in this Section shall preclude the Borrower or any Lender from asserting against any LC Issuing Bank any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (A) the willful misconduct or gross negligence of such LC Issuing Bank in determining whether a request presented under any Letter of Credit issued by it complied with the terms thereof or (B) such LC Issuing Bank's failure to pay under any such Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions thereof.

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