Sellers’ Right to Cure and Sellers’ Liability Sample Clauses

Sellers’ Right to Cure and Sellers’ Liability. If and to the extent a misrepresentation or breach of a warranty under this Agreement notified by the Buyer to the Sellers pursuant to Section 11.2 is not cured within 45 Business Days following receipt of the respective Notice of Breach, the Sellers shall be liable in proportion to their respective shareholdings in the Company as set forth in Annex D, and not jointly (nicht solidarisch), to the Buyer or, at the Buyer’s discretion, the Company, irrespective of any fault of the Sellers (verschuldensunabhängig), for any damage, cost and expense, excluding any consequential, punitive, special and incidental damages (together the “Damage”) suffered and/or incurred by the Buyer and the Group Companies as a result of or connected with a misrepresentation and/or breach of warranty by any Seller.
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Sellers’ Right to Cure and Sellers’ Liability. After the Closing, in the event of a misrepresentation or breach of warranty by the Seller under Section 5 and provided that such breach has been duly and timely notified within the time limitations of Section 8.1.1 and in accordance with Section 8.1.2, the Seller, subject to the exclusions and limitations set forth in Section 8.1.4 and Section 9:
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Sellers’ Right to Cure and Sellers’ Liability. (a) With respect to all of its obligations under this Agreement, including, but not limited to, any misrepresentation or breach of warranty notified by Buyer to Sellers pursuant to Article 6.1.2, Sellers shall have the right, within a reasonable period of time not exceeding 40 (forty) Business Days after the receipt of the Notice of Breach or a similar notice regarding other breaches of this Agreement, to put Buyer in the same position in which it would have been if the obligations or as the case may be the representation or warranty had been complied with.
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Sellers’ Right to Cure and Sellers’ Liability. With respect to a misrepresentation or a breach of a warranty notified by Buyers to Sellers pursuant to Article 6.1.2, Sellers shall have the right, within a reasonable period of time not exceeding forty (40) Business Days after receipt of the Notice of Breach, to put Buyers in the same position in which they would have been if no misrepresentation or breach of warranty had occurred, provided that during or after such period no irreparable damage will be caused for the Orion Business or the Buyers. If, and to the extent, such cure cannot be effected, or is not effected within such time period, Sellers shall be liable to Buyers for any damage, loss, expense or cost (including reasonable attorney’s fees but excluding punitive and consequential damages) incurred or sustained by Buyers to establish the state represented or warranted in the representations and warranties set forth in Article 5.1.
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Related to Sellers’ Right to Cure and Sellers’ Liability

  • Seller's Liability Seller shall remain liable for all Liability related to workers’ compensation, disability and occupational diseases of or with respect to all of Seller’s employees attributable to injuries, claims, conditions, events and occurrences occurring prior to the Closing Date, which Liability shall be a Retained Liability.

  • Seller’s Remedies If Purchaser fails to perform its obligations pursuant to this Contract at or prior to Closing for any reason except failure by Seller to perform hereunder, or if prior to Closing any one or more of Purchaser's representations or warranties are breached in any material respect, and this failure or breach is not cured within three (3) Business Days after written notice from Seller to Purchaser (other than failure to close for any reason unrelated to a default by Seller, for which there shall be no notice or cure period), then Seller, as its SOLE and EXCLUSIVE remedy (except as provided in Sections 6(c) and 9), may (i) terminate this Contract and receive the Xxxxxxx Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, or (ii) waive Purchaser’s failure or breach and proceed to Closing. Seller and Purchaser agree that Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine, and the Xxxxxxx Money is a fair estimate of those damages and has been agreed to in an effort to cause the amount of damages to be certain. Notwithstanding anything in this Section 11(a) to the contrary, in the event of Purchaser's default or termination of this Contract, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property other than as a result of Purchaser’s exercise of its remedies under subsection (b) hereof. If Closing is consummated, then Seller shall have all remedies available at law or in equity if Purchaser fails to perform any post-closing obligation of Purchaser under this Contract.

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date:

  • Seller’s Rights The Seller shall have the right to require the return of any Warranted Part, or any part removed therefrom, which is claimed to be defective if, in the judgment of the Seller, the nature of the claimed defect requires technical investigation. Such return shall be subject to the provisions of Clause 12.1.6.2. Furthermore, the Seller shall have the right to have a Seller Representative present during the disassembly, inspection and testing of any Warranted Part claimed to be defective, subject to such presence being practical and not unduly delaying the repair.

  • Conditions Precedent to Seller’s Obligations The obligations of Seller to effect the Closing of the transactions contemplated hereby are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, any of which may be waived in writing by Seller:

  • Seller’s Obligations At Closing, Seller shall deliver or cause to be delivered to Buyer the following:

  • Seller’s Indemnity Seller shall indemnify, defend and hold Buyer harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) in connection with third-party claims for injury or damage to personal property in connection with the ownership or operation of the Properties prior to Closing. These indemnification obligations of Seller shall be repeated at and shall survive the Closing.

  • Seller’s Obligations at Closing At Closing, Seller shall:

  • Conditions to Seller’s Obligation Seller's obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

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