Buyer Breach definition
Examples of Buyer Breach in a sentence
The Company will return such letter of credit to the Buyer at the earlier of (i) the Effective Time and (ii) upon a termination of this Agreement in accordance with Article IX in a situation where none of the Buyer Breach Fee and/or the Financing Termination Fee are payable by the Buyer, in each case in accordance with Article IX.
The disclosure provided pursuant to this Section 5.4 or in a Seller Breach Notice or a Buyer Breach Notice shall in no way affect or be deemed to limit FTI’s and the Buyers’ right, at any time prior to the Closing, to provide written notice to the Sellers’ Representative that FTI and the Buyers have elected to terminate this Agreement pursuant to Section 8.1(b).
If this Agreement is terminated pursuant to Section 9.01 (other than a termination under Section 9.01(c), (d) or (e) because of a Willful Seller Breach or Willful Buyer Breach, as the case may be), this Agreement shall be null and void and neither Party shall have any liability or obligation to the other Party under this Agreement (with respect to such misrepresentation or breach, or otherwise) or as a result of the termination of this Agreement.
If the Seller elects to so waive such Substantial Buyer Breach and cause the Buyer to consummate the transactions contemplated hereby, the Seller shall not be entitled to any indemnification protection pursuant to Article VIII hereof for any Adverse Consequences arising from or related to such Substantial Buyer Breach.
Additionally, the Seller may not recover any Losses under this Article relating to a Buyer Breach Claim unless and until the aggregate amount of all such Losses (without regard to any Excluded Buyer Claims) exceeds the Threshold Amount and then only with respect to amounts in excess of the Threshold Amount.
If this Agreement is terminated by the Company pursuant to a Terminating Buyer Breach, then the Series A Warrants for all Buyers shall be cancelled by the Company and shall be null and void.
In the event of a Buyer Breach, then the Escrow Agent shall pay to Sellers, upon Buyer's order to Escrow Agent (which will not be unreasonably withheld), all amounts held in escrow will be released in accordance with Section 5.7. Unless otherwise distributed pursuant to this Section 1.4, all amounts held in such escrow shall be applied to the Purchase Price.
Subsidiary Section 3.1 Superior Proposal Section 5.3 Surviving Corporation Section 1.1 Taxes Section 3.7(a) Tender Offer Section 5.12(c) Tender Offer and Consent Solicitation Section 5.12(c) Terminating Buyer Breach Section 7.1(h) Terminating Players Breach Section 7.1(g) Third Party Section 5.3 Voting Debt Section 3.2(b) AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (the "AGREEMENT"), dated as of August 19, 1999, by and among ▇▇▇▇▇▇'▇ ENTERTAINMENT, INC.
Notwithstanding anything to the contrary contained herein, if the estimated cost of curing any breach by the Buyer pursuant to this Agreement is expected to exceed Five Million Dollars ($5,000,000) (such breach, a "Substantial Buyer Breach"), the Buyer shall have the right to terminate this Agreement by providing written notice of such election to the Seller.
If a Buyer Breach is or results in the failure of Buyer to consummate the purchase of the Assets pursuant to this Agreement, then Seller shall have the right to terminate this Agreement by giving Buyer and the Escrow Agent written notice thereof and Seller shall be entitled to receive, and the Escrow Agent is hereby authorized and directed to pay .