Seller’s Failure Sample Clauses
The "Seller’s Failure" clause defines the consequences and remedies available if the seller does not fulfill their contractual obligations. Typically, this clause outlines what constitutes a failure, such as not delivering goods on time or providing defective products, and specifies the steps the buyer can take, such as demanding cure, seeking damages, or terminating the agreement. Its core function is to allocate risk and provide a clear process for addressing breaches by the seller, thereby protecting the buyer’s interests and ensuring accountability.
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Seller’s Failure. In the event that the Seller fails to make conveyance of its Membership Interest pursuant to its obligations herein, then the Buyer shall have the option: (A) to demand and receive specific performance of the Seller’s obligations to convey its Membership Interest as provided for herein; (B) to recover damages on account of the Seller’s failure to make conveyance (which rights shall be in addition to the right granted under subparagraph (A) above, if the Buyer so elects); or (C) to terminate the obligations of the parties to proceed with the sale of the Membership Interest, whereupon the position of the parties shall revert to the status quo ante as if no notice to purchase from either party to the other had been given under the provisions of this Agreement.
Seller’s Failure. In the event that a Seller fails to make conveyance of its Units pursuant to its obligations herein, then the applicable Buyer shall have the option:
Seller’s Failure. Except as provided in Article IX, and except for Energy that is RPS Compliant that is provided by the Transmission Provider pursuant to its tariff in connection with the Transmission Services, in no event shall Seller have the right to procure energy from sources other than the Project for sale and delivery pursuant to this Agreement. Seller shall not sell, deliver or convey any Facility Energy, Capacity Rights, and associated Green Attributes from any Facility to any third-party except as set forth in Section 6.4. If Seller sells any part of any Facility Energy, Capacity Rights, and associated Green Attributes to a third party in violation of Section 6.4 (including in connection with a claimed Force Majeure that does not satisfy the requirements of a Force Majeure in accordance with Section 14.3), Seller shall pay Buyer, within thirty (30) days of such sale all proceeds that Seller receives from such sale.
Seller’s Failure. If the quantity Seller sells and delivers on any Day is less than the applicable Contract Quantity and the Replacement Price is greater than the Contract Price, then Seller shall be liable for and shall pay to Buyer a dollar amount equal to the product of (i) the difference between the Replacement Price and the Contract Price and; (ii)
Seller’s Failure. Except as provided in Article IX, in no event shall Seller have the right to procure Energy from sources other than the Facility for sale and delivery pursuant to this Agreement. Unless excused by Force Majeure or Buyer’s failure to perform, if Seller sells all or any part of the Products required to be delivered by Seller under this Article VI, Article VIII or Article X to a third party, Seller shall pay Buyer, on the date payment would otherwise be due to Seller, an amount for each MWh of such deficiency equal to the positive difference, if any, obtained by subtracting (A) the price per MWh that would have been payable by Buyer for the Products not delivered from (B) the Replacement Price. Buyer shall provide Seller prompt written notice of the Replacement Price together with back-up documentation.
Seller’s Failure. If Seller fails to deposit a recordable Grant Deed pursuant to Section 8(a) above, or Seller cannot by the Closing convey title to the Property pursuant to the terms and provisions of Section 8(b) above, then Buyer at its option may terminate this Agreement and the Escrow by giving written demand to Seller and Escrow Holder within the applicable period or periods provided above. Thereupon:
(i) Escrow Holder shall promptly return to Buyer the Deposits and Escrow Holder shall return all other instruments to the parties who deposited the same;
(ii) All title and escrow cancellation charges shall be paid by Seller if Seller fails to deposit the Grant Deed, but in the event Buyer disapproves any title exceptions and elects to terminate pursuant to Section 8(b), Seller shall not be in default hereunder and all title and escrow cancellation charges shall be paid equally by Seller and Buyer;
(iii) Each party shall be fully and completely excused and released from any further obligations hereunder or liability of any nature or amount whatsoever to the other party. If Buyer decides not to terminate this Agreement as a result of Seller’s default as provided above, then Buyer shall have any legal right to compel specific performance of Seller in accordance with the terms of this Agreement; provided, however, that any suit for specific performance must be filed and served within ninety (90) days of Seller’s default under this Agreement and Buyer waives the right to bring suit at any later date.
Seller’s Failure. Seller shall neither (a) procure Energy from sources other than the Facility for sale and delivery pursuant to this Agreement, nor (b) unless excused by Force Majeure or a Buyer’s failure to perform, sell to a third party all or any part of the Products required to be delivered by Seller under this Article VI, Article VII, Article VIII or Article IX.
Seller’s Failure. Buyer may terminate this Agreement if Closing has failed to occur as of the Closing Date as a result of: i. the failure of each of the representations and warranties of Seller set forth in Section 7 to be true and correct in all material respects on and as of the Closing Date (and in all respects in the case of representations and warranties qualified by materiality) with the same force and effect as though such representations and warranties had been made or given on and as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date); or
Seller’s Failure. Except as provided in Article IX, and except for Energy provided by the Transmission Provider pursuant to its tariff in connection with the Transmission Services that is both EPS Compliant and RPS Compliant, in no event shall Seller have the right to procure energy from sources other than the Project for sale and delivery pursuant to this Agreement. Unless there shall be a Force Majeure or a Buyer’s failure to perform its obligations under this Agreement, if, on or after the Delivery Commencement Date or Commercial Operation Date, as applicable, for a given Facility, Seller sells any part of any Facility Energy and associated Environmental Attributes required to be delivered by Seller under this Article VI or Article VIII to a third party, Seller shall pay Buyer, within thirty (30) days of Buyer’s written request therefor an amount for each MWh of such deficiency equal to the positive difference, if any, obtained by subtracting the price per MWh that would have been payable by Buyer for the Facility Energy and Environmental Attributes not delivered from the Replacement Price. Buyer shall provide Seller prompt written notice of the Replacement Price together with back-up documentation.
Seller’s Failure. In no event shall Seller have the right to procure Energy from sources other than the Facility for sale and delivery pursuant to this Agreement. During the Delivery Term and subject to the terms and conditions of this Agreement, all of the Products from the Facility shall be dedicated to Buyer; provided that Seller may sell to any third-party purchaser any Products associated with the Facility that are not accepted by Buyer, including (a) Facility Energy (and associated Green Attributes), the delivery of which is curtailed due to a Force Majeure event that prevents Buyer from receiving Energy at the Point of Delivery, or (b) due to a Default by Buyer that has occurred and is continuing. Unless excused as set forth herein, if Seller sells to a third party all or any part of the Products required to be delivered by Seller under this Article III, Article VIII or Article X, then Seller shall pay Buyer, on the date payment would otherwise be due to Seller, an amount for each MWh of such deficiency equal to the positive difference, if any, obtained by subtracting (A) the price per MWh that would have been payable by Buyer for the Products not delivered from (B) the Replacement Price plus all transmission, scheduling, administrative, and other costs required to effectuate such purchase. Buyer shall provide Seller prompt written notice of the Replacement Price, together with back-up documentation.