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; where CP is the Conversion Price (as defined in the Certificate of Designation) of the shares of Preferred Stock; and
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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.
Sample 1
Purchaser’s Damages. (i) If Seller fails to deliver the Aircraft within 120 calendar days after the end of the Ready for Delivery month or quarter identified in Part 1 as contemplated in Article 7.a., the parties can agree to a later delivery date. If the parties agree to a later delivery date, Seller will not be liable for damages if the Aircraft is delivered on or before the later delivery date agreed to by the parties. If the parties do not agree to a later delivery date, the parties’ rights and obligations under this Agreement will end 120 days after the end of the Ready for Delivery month or quarter identified in Part 1, Seller will return to Purchaser all paid deposits plus interest under the formula set out in Article 7.c. (iv) and the parties will have no further liability to each other. The parties agree this is a fair and reasonable amount of liquidated damages to fully compensate Purchaser for Seller’s default. (ii) If Seller fails to deliver the Aircraft within 180 calendar days after the end of the Ready for Delivery month or quarter identified in Part 1as contemplated in Article 7.b., the parties can agree to a later delivery date. If the parties agree to a later delivery date , Seller will not be liable for damages if the Aircraft is delivered on or before the later delivery date agreed to by the parties. If the parties do not agree to a later delivery date within the time specified the parties’ rights and obligations under this Agreement will end 180 days after the end of the Ready for Delivery month or quarter identified in Part 1 and the parties will have no further liability to each other except, however, Seller will refund to Purchaser all paid deposits without interest. Notwithstanding any other provision of this Agreement, if at any time it becomes apparent Seller will not be able to deliver the Aircraft as scheduled because of a Force Majeure Event, Seller can forthwith refund to Purchaser all paid deposits without interest, the parties’ rights and obligations under this Agreement will end and the parties will have no further liability to each other. (iii) The parties agree Purchaser’s sole remedy for Seller’s failure to deliver or to perform any of its obligations under this Agreement is limited to the return of Purchaser’s paid deposits, plus interest, if applicable. (iv) Interest to be paid to Purchaser under Article 7.c. (i) will be computed as follows: Interest on the deposit(s) will accrue daily and is calculated on the basis of the actual number o...
Sample 1
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: (i) arising from any breach of a representation or warranty of the Target or Target Shareholders contained in this Agreement (except in each case to the extent corrected or disclosed in writing to Purchaser prior to the Effective Date); (ii) resulting from a default in the performance of any of the covenants or obligations that the Target or the Target Shareholders are required to perform under this Agreement, 31 except to the extent corrected or performed by the Target or the Target Shareholders prior to the Effective Date; or (iii) resulting from any foreign, federal, state or local income, franchise or other tax payable with respect to the Target's business for the periods ending on or prior to the Effective Date; provided, however, that the term "Purchaser's Damages" shall not include damages claimed for any particular matter which does not exceed $10,000.
Sample 1
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
Sample 1
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.
Sample 1
Purchaser’s Damages. The amount of $75,000 set forth in Section 10.2 of the Contract is hereby increased to $150,000.
Sample 1
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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).
Sample 1

Related to Purchaser’s Damages

  • Purchaser’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Sections 6.2, Purchaser shall execute and/or deliver to Seller all of the following: (i) Payment of the Purchase Price as required under Section 3.3(a) hereof. (ii) An assumption agreement, duly executed by Purchaser, under which Purchaser assumes those Assumed Liabilities described in Section 2.2 hereof. (iii) An incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser. (iv) A certified copy of resolutions of Purchaser's Board of Directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents (v) A closing certificate executed by an executive officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser. (vi) Such other documents from Purchaser as may reasonably be required in order to effectuate the transactions contemplated (i) hereby and (ii) by the Purchaser's Ancillary Documents.

  • 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 Subject to Section 12, to the extent permitted by applicable law, Xxxxxxxxx agrees that it shall indemnify and hold harmless Provider, its permitted successors and assigns and their respective directors, officers, members, shareholders and employees (collectively, the “Provider Indemnified Parties”) from and against any and all Losses incurred by the Provider Indemnified Parties to the extent arising from or out of any claim for or arising out of any injury to or death of any Person or loss or damage to property of any Person to the extent arising out of Purchaser’s negligence or willful misconduct. Purchaser shall not, however, be required to reimburse or indemnify any Provider Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Provider Indemnified Party.

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

  • 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.

  • Buyer’s Deliveries At Closing of the Hotel, Buyer shall deliver the following:

  • Actual Damages Contractor is liable to CMHA for all actual and direct damages caused by Contractor’s default. In the event Contractor fails to provide services or material as provided for in the Contract Documents, CMHA may substitute the services and/or material from a third party. CMHA may recover the costs associated with acquiring substitute services and/or materials, less any expense or costs saved by Contractor’s default, from Contractor.

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

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