Purchaser’s Remedies. If Seller fails to consummate the sale of the Property pursuant to this Agreement or otherwise defaults on its obligations hereunder at or prior to Closing for any reason except failure by Purchaser to perform hereunder, or if prior to Closing any one or more of Seller's representations or warranties are breached in any material respect, and such default or breach is not cured by the earlier of the third (3rd) business day after written notice thereof from Purchaser or the Closing Date (Purchaser hereby agreeing to give such written notice to Seller within five business days after Purchaser first learns of any such default or breach by Seller, except no notice or cure period shall apply if Seller fails to consummate the sale of the Property hereunder), Purchaser shall elect, as its sole remedy, either to (a) terminate this Agreement by giving Seller timely written notice of such election prior to or at Closing and recover the Xxxxxxx Money, (b) enforce specific performance to consummate the sale of the Property hereunder, or (c) waive said failure or breach and proceed to Closing without any reduction in the Purchase Price. Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to terminate this Agreement if Purchaser fails to deliver to Seller written notice of its intent to file a claim or assert a cause of action for specific performance against Seller on or before thirty business days following the scheduled Closing Date or, having given such notice, fails to commence an arbitration resolution of the dispute in accordance with the requirements hereof following the scheduled Closing Date. Purchaser's remedies shall be limited to those described in this SECTION 10.2 and SECTIONS 10.3 and 10.4 hereof. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.
Purchaser’s Remedies. If Seller fails to satisfy any condition to Closing set forth in Sections 8.1.1 or 8.1.2 (provided that with respect to any failure to satisfy the condition to Closing set forth in Section 8.1.2, such failure is the result of an act or omission reasonably within Seller’s control or a breach of this Agreement by Seller), and such failure is not waived by Purchaser, or Seller otherwise defaults in its obligation to close under this Agreement, and any such failure or default continues for five (5) business days following Seller’s receipt of written notice of such default from Purchaser, Purchaser’s sole remedy therefor shall be to either (a) bring an action for specific performance of Seller’s obligation under this Agreement to deliver the documents required under Section 9.1 above, provided that any action for specific performance must be initiated no later than sixty (60) days after the date that Closing is otherwise required to occur under this Agreement; or (b) terminate this Agreement by written notice to Seller (which notice shall indicate that a Seller default is alleged by Purchaser) and receive the entire Deposit and reimbursement from Seller of Purchaser’s Costs, in which event neither Seller nor Purchaser shall have any further liability or obligation under this Agreement except as expressly provided for in this Agreement. Notwithstanding anything to the contrary in this Agreement, to the full extent permitted by law, Purchaser waives, and Seller shall not be liable to Purchaser for, any claim against Seller for loss of business opportunity, loss of profits, loss of income, economic loss or other special or consequential losses or damages or punitive damages. In the event that Purchaser elects to seek specific performance under this Section 12.2, 37 Seller shall not be obligated to expend any money to change the condition of the Property or the state of title of the Property except as otherwise required by this Agreement. Notwithstanding the foregoing provisions of this Section 12.2, Seller shall not be entitled to any notice from Purchaser nor any cure period with respect to the closing condition set forth in Section 8.1.5 or the required Seller closing delivery set forth in Section 9.1.19, and this Agreement shall automatically terminate upon the failure of such condition and/or closing delivery, Escrow Agent shall promptly refund the Deposit to Purchaser, and neither Seller nor Purchaser shall have any further liability or obligation under this ...
Purchaser’s Remedies. (i) If a Power Producer Default described in Section 12.1 (a) has occurred and is continuing, in addition to other remedies expressly provided herein, and subject to Section 13, Purchaser shall have a right to deliver a notice of its intention to terminate this Agreement ("Purchaser Preliminary Default Notice"), which shall specify in reasonable detail, the circumstances giving rise to the issue of such notice.
(ii) Upon the occurrence and continuation of Power Producer Default and the failure by the Power Producer to cure such default within the applicable cure period specified in this Article; the Purchaser shall be at liberty avail the services of any other firm / successful bidder.
(iii) Following the issue of Purchaser Preliminary Default Notice, it shall be the responsibility of the Parties to discuss as to what steps shall be taken with a view to mitigate the consequences of the relevant Power Producer's Default having regard to all the circumstances: If the Power Producer Default is not cured within a period of sixty (60) days of the issue of Purchaser Preliminary Default Notice or any other such period mutually agreed upon by the Parties, the Purchaser shall have the right to terminate this Agreement by issuing a Purchaser Termination Notice.
(iv) Upon the delivery of the Purchaser Termination Notice, this Agreement shall stand terminated. The Power Producer shall have the liability to- make payment within sixty (60) days from the date of Purchaser Termination Notice towards compensation to Purchaser equivalent to the difference between the Tariff and the grid rate notified by the relevant Government Authority for that point in time multiplied by the estimated Solar Power generated for a period of two years following the termination, considered on normative capacity utilization factor.
(v) if the Power Producer fails to remove the System from the Premises within one month from me date of termination, the Purchaser shall be entitled to dispose of the System in any manner it deems fit.
(vi) The Power Purchaser may exercise any other remedy it may have at law or equity or under the Agreement.
Purchaser’s Remedies. If a Provider Default described in Section 11.1(a) has occurred and is continuing, in addition to other remedies expressly provided herein, and subject to Section 12, Purchaser may terminate the Agreement and exercise any other remedy it may have at law or equity or under the Agreement.
Purchaser’s Remedies. In the event Seller shall be deemed to be in default hereunder Purchaser may, at Purchaser's sole option, do any one or more of the following: (i) terminate this Agreement by written notice delivered to Seller on or before the Closing; and/or (ii) enforce specific performance of this Agreement against Seller including Purchaser's reasonable costs and attorneys fees in connection therewith; and/or (iii) exercise any other right or remedy Purchaser may have at law or in equity by reason of such default including, but not limited to, the recovery of reasonable attorneys' fees incurred by Purchaser in connection herewith.
Purchaser’s Remedies. 10.1. The Purchaser shall not be entitled in any circumstances to rescind this Agreement or treat this Agreement as terminated (other than in accordance with the terms of clauses 3.9 or 7.3.3) but (without prejudice to clause 6.2 in respect of a breach of clause 6.1) shall be entitled only to claim damages in respect of such matter and, accordingly, the Purchaser waives all and any rights of rescission it may have in respect of any such matter (howsoever, or whenever, arising or deemed to arise), other than any such rights arising in respect of fraud of the Seller.
10.2. The Purchaser acknowledges and represents that it has not relied on or been induced to enter into this Agreement or any other Transaction Document by any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) given by any Relevant Person other than, in the case of the Seller, the Warranties, or in the case of the Warrantors, the warranties contained in the Warranty Deed. No Relevant Person or the Warrantors shall be liable to the Purchaser (in equity, contract or tort) (including negligence), under the Misrepresentation Xxx 0000 or in any other way for any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) other than, in the case of the Seller, the Warranties or in the case of the Warrantors, the warranties contained in the Warranty Deed. The Purchaser acknowledges and agrees that:
10.2.1. its only remedy or remedies for an untrue statement (whether through negligence or otherwise) contained in this Agreement are those set out in this Agreement; and
10.2.2. it shall not be entitled to, and undertakes that it will not, and undertakes to procure that no member of the Purchaser’s Group shall, bring any claim or action under or in connection with this Agreement in relation to any representation, warranty, statement, promise, forecast or assurance (whether contractual or otherwise) made by or on behalf of any Relevant Person or the Warrantors against any such person other than against the Seller in respect of the Warranties in accordance with this Agreement or other than against the Warrantors in respect of the warranties in accordance with the Warranty Deed.
10.3. A Relevant Person may enforce the terms of this clause 10 subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Xxx 0000.
10.4. Nothing in this clause 10 shall have the effect of limiting or restri...
Purchaser’s Remedies. In the event that the Contracting Officer instructs Purchaser to delay or suspend operations, and/or modify or terminate the contract because of Litigation, Purchaser shall be entitled to the remedies set forth in the Timber Sale contract, except as provided in Paragraph Four. 4.
Purchaser’s Remedies. 14.1 The Vendor undertakes to disclose in writing to the Purchaser anything which is or may constitute a Claim or which is inconsistent with the contents of the Disclosure Letter directly it comes to its notice either before, at the time of, or after Completion.
14.2 Subject to the provisions of Clause 2.7 (and without prejudice to the provisions of paragraph 8 of Part 1 of Schedule 4), the rights and remedies of the Purchaser in respect of any breach of the Warranties or the Indemnities or the Tax Covenant shall not be affected by Completion nor by any investigation made, or which could have been made, by it or on its behalf into the affairs of the Target Companies or Comtek (or any of them), nor by any actual, deemed or imputed knowledge of the Vendor.
14.3 If any Claim is made, the Vendor shall make no claim against any Target Company or Comtek or any director or employee of the Target Company or Comtek on whom it may have relied before agreeing to any terms of this Agreement or authorising any statement in the Disclosure Letter, save in the case of fraud or wilful non-disclosure on the part of any such director or employee.
14.4 In the event of a Warranty Claim, without prejudice to the right of the Purchaser to claim damages on any basis available to it or to any other right or remedy available to it, the Vendor agrees to pay on demand in cash to the Purchaser a sum by way of damages as agreed between the Vendor (as sole warrantor) and the Purchaser or, in default of such agreement, as determined by order of a court of competent jurisdiction as being the higher of:
(a) an amount necessary to indemnify the Purchaser on a pound for pound basis (net of the value (whether in cash or otherwise) of any benefit or credit received by the Purchaser or a Target Company arising from the circumstances which gave rise to the Warranty Claim) in respect of all losses, claims, liabilities, damages and demands incurred by the relevant Target Companies or by the Purchaser in respect of the Comtek Business (as the case may be) as a result of the position not being as warranted in the terms of Schedule 3 when given or repeated; and
(b) an amount equal to the resulting diminution in value (as at Completion) of the Shares or of the Comtek Business (as the case may be). but so that, for the avoidance of doubt:-
(i) the Purchaser shall not be entitled to claim damages on the basis set out in clause 14.4(a) unless the circumstances which gave rise to the Warranty Claim prejud...
Purchaser’s Remedies. If Purchaser has the right to terminate this Agreement pursuant to Section 13.1(vi), in addition to Purchaser's right to receive the Deposit Fund as permitted under Section 13.3, Purchaser may seek any other remedies that may otherwise be available at law or in equity, including, without limitation, an action for specific performance and reimbursement from Seller for all expenses incurred by Purchaser in connection with this Agreement and the transactions contemplated hereby.
Purchaser’s Remedies. If this transaction fails to close on account of a default by Seller under this Agreement, Purchaser will be entitled to any remedies for breach of contract as may be available under applicable law, including, without limitation, the remedy of specific performance and the right to recover its actual damages.
