Seller’s Breach. Upon discovery by a Responsible Officer of the Master Servicer, the Securities Administrator or the Trustee or notice to the Master Servicer, the Securities Administrator or the Trustee of any defective or missing document (as described in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any breach by any Seller of any representation, warranty or covenant under the related Sale Agreement, which defect or breach materially and adversely affects the value of any Mortgage Loan or the interest of the Trust therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Trust therein if the Trust incurs a loss as a result of such defect or breach),the parties discovering or receiving notice of such defect or breach shall notify the Securities Administrator. Upon discovering or receipt of notice of such breach, the Securities Administrator shall promptly request that such Seller cure such breach and, if such Seller does not cure such defect or breach in all material respects by the end of the cure period specified in such Sale Agreement and any extension of the cure period granted as permitted by such Sale Agreement, shall enforce such Seller’s obligation under such Sale Agreement to purchase such Mortgage Loan from the Trustee. In the event any Servicer has breached a representation or warranty under the related Servicing Agreement that is substantially identical to a representation or warranty breached by a Seller, the Securities Administrator shall first proceed against such Servicer. If such Servicer does not within 60 days (or such other period provided in the related Servicing Agreement) after notification of the breach, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of the Mortgage Loan, then (i) the Securities Administrator, shall enforce the obligations of the Seller under the related Sale Agreement to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall succeed to the rights of the Securities Administrator to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the Servicing Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Service...
Seller’s Breach. If Seller defaults in the performance of any term or obligation herein and Closing does not timely occur as a result, Buyer will have the option to give Seller written notice of Buyer’s intention to terminate this Sale Contract and Buyer’s obligations herein will be immediately ended and the Xxxxxxx Money Deposit will be promptly and fully refunded, together with any interest accrued thereon, if applicable, or Buyer may have all rights allowed by law and in equity and pursuant to this Sale Contract, including the right to pursue a claim against Seller for specific performance of this Sale Contract, including Seller’s payment of Buyer’s reasonable attorneys’ fees and costs. In no event will Auctioneer have any liability whatsoever on any basis and for any amount as a result of Seller’s breach of this Sale Contract or other wrongful act or omission.
Seller’s Breach. In the event of a breach of this Agreement by Seller, Xxxxx’s remedy shall be limited to return of the Deposit described in Section 1.01, above, which shall be repaid in whole or part upon entry of judgment in favor of Buyer by a New Hampshire Superior Court. Buyer shall not have and hereby waives any and all claims against Seller which Xxxxx has or may have in law or equity.
Seller’s Breach. If Seller breaches this Agreement, Buyer may, at Buyer's sole option, either: (i) by written notice to Seller and Escrow Agent, cancel this Agreement whereupon the Xxxxxxx Money Deposit plus interest shall be paid immediately by Escrow Agent to Buyer and, except as otherwise provided in this Agreement, neither of the Parties shall have any further liability or obligation hereunder; or, (ii) seek specific performance against Seller in which event XXX shall be automatically extended as necessary. Notwithstanding the foregoing, if specific performance is unavailable as a remedy to Buyer because of Seller's affirmative acts, Buyer shall be entitled to pursue all rights and remedies available at law or in equity.
Seller’s Breach. None of the Sellers shall have failed to perform in any material respect any obligation or to comply in any material respect with any agreement or covenant to be performed or complied with by such Seller under this Agreement.
Seller’s Breach. If Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise breaches this Agreement prior to Closing, and Buyer is ready and otherwise able to close, the Escrow Agent shall return the Deposit, together with interest thereon, to Buyer not later than two (2) business days after the determination that the Closing will not occur, and in any event Buyer shall have all other remedies available to it for Seller’s wrongful failure to close hereunder, including, but not limited to, specific performance.
Seller’s Breach. If Seller breaches the Agreement for any reason whatsoever, Seller hereby grants to Hillrom a worldwide, transferable, sub-licensable right and license, under any and all Intellectual Property Rights related to Products remaining with Seller that are necessary (if any) to manufacture, have manufactured, use, import, market, reconstruct, offer for sale, and sell the Products and modifications thereof, in quantities and for a time reasonably required to mitigate the effects of such breach. For the licenses granted by Seller under the Agreement, Hillrom shall pay a fee which is part of and reflected in the purchase price of Products.
Seller’s Breach. If Seller breaches this Agreement, the breach is discovered prior to Closing by Buyer and Buyer proceeds to close the transactions contemplated hereunder, Buyer shall have waived any and all damages resulting from Seller’s breach. If Seller breaches this Agreement and Buyer does not close the transactions contemplated hereunder, Buyer shall have the right, as its sole and exclusive remedy, to either: (a) commence an appropriate action for specific performance of Seller’s obligations under this Agreement within thirty (30) days after the scheduled Closing Date, and diligently prosecute the same; or (b) terminate this Agreement by giving written notice of the termination to Seller within two (2) Business Days after the Closing Date, whereupon neither party shall have any further rights or obligations under this Agreement (except for those which expressly survive the termination of this Agreement), and the Escrow Holder shall deliver the Deposit to Buyer, free of any claims by Seller. Buyer hereby waives any and all rights it may have at law or in equity to record a notice of pendency of action or similar notice on the title of any of the Collateral. In addition, Buyer may not recover any consequential, exemplary, incidental, special or punitive damages resulting from Seller’s breach of this Agreement. Buyer’s damages for such breach may not exceed the amount of the Deposit.
Seller’s Breach. If the conditions in Section 10.1 have been satisfied at or after the Scheduled Closing Date (or such later date as determined under Section 12.1) and Seller fails to tender performance at or after the Scheduled Closing Date (or such later date as determined under Section 12.1), Buyer shall be entitled to (1) seek specific performance of this Agreement or (2) terminate this Agreement under Section 11.1(c) or Section 11.1(e) in which event Buyer shall be entitled to receive the return of the Deposit from the Escrow Agent and the Termination Fee. The Parties agree that the monetary damages set forth in clause (2) in this Section 11.2(b) will be deemed liquidated damages (not a penalty) and acknowledge that the damages caused by Seller’s failure to tender performance on or after the Scheduled Closing Date (or such later date as determined under Section 12.1) would be impracticable or extremely difficult to estimate and that the amount of liquidated damages set forth in clause (2) in this Section 11.2(b) is a reasonable forecast as of the Execution Date of just compensation for the actual damages reasonably expected to result from Seller’s failure to tender performance on or after the Scheduled Closing Date (or such later date as determined under Section 12.1).
Seller’s Breach. If Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise breaches this Agreement prior to Closing, and Buyer is ready to close, Seller shall return the Deposit to Buyer immediately after the determination that the Closing will not occur and Buyer shall retain all legal and equitable remedies it has for breach of this Agreement; provided however, that (i) Seller shall not have any liability to Buyer for consequential, special, punitive or exemplary damages arising out of or related to Seller’s breach of any provision of this Agreement and (ii) Buyer waives all equitable remedies for Seller breach of this Agreement, except specific performance, which if Buyer elects to pursue, Buyer must pursue as its sole and exclusive remedy in lieu of all other legal and equitable remedies. Seller’s failure to close shall not be considered wrongful if (i) Seller’s conditions under Section 10.1 are not satisfied through no fault of Seller, or (ii) Seller has terminated this Agreement as of right under Section 11.1.
