Buyer Delay means the aggregate of any period (or periods) during which the Buyer Rights Chain Group has not complied with its Diligence obligations as set forth in Section 1.5(c).
Buyer Delay means a delay in Seller’s performance of its obligations under this Agreement, or in the development, construction or completion of the Project, caused by Buyer or its Affiliates, including any Buyer Event of Default.
Buyer Delay means any act or omission of Mall II Buyer, any tenant, or their respective employees, agents, contractors or subcontractors in connection with the Build-Out Work on the Phase II Land or otherwise, and/or any delay constituting a Buyer Delay under this Agreement.
Examples of Buyer Delay in a sentence
Any additional time required to accommodate Buyer's involvement in such meetings shall constitute a Buyer Delay pursuant to Section 7 below to the extent it actually delays construction.
If such action or inaction is not cured within one (1) business day after Buyer's receipt of such notice, then a Buyer Delay, as set forth in such notice, shall be deemed to have occurred commencing as of the date Buyer received such notice and continuing for the number of days the substantial completion of the Improvements was in fact delayed as a direct result of such action or inaction.
No Buyer Delay shall be deemed to have occurred unless and until Seller has given written notice to Buyer specifying the action or inaction which Seller contends constitutes a Buyer Delay.
The Scheduled Commercial Operation Date and related damages provisions under Section 4.4 shall be extended on a day-for-day basis by a number of days, up to a maximum of one hundred twenty (120) days, or longer period agreed to by the Parties, equal to the duration of any Buyer Delay or Change in Law (each and together a “Delay Event”), in any case that delays commencement of operation of the Project.
In the event Buyer fails to submit the Substantial Application by the Permit Application Date and/or the Application by the 2nd Permit Application Date, Seller shall be entitled to withdraw from escrow $100,000.00 of the Deposit as liquidated damages for such delay in filing the Application by Buyer ("Delay Damages"), unless Buyer establishes that the delay is beyond the reasonable control of Buyer and through no fault of Buyer.
More Definitions of Buyer Delay
Buyer Delay means any delay or failure by Buyer (i) to provide any data or information with respect to (A) the Product Specifications within two (2) working days or (B) the Plans and Specifications within seven (7) working days, in either case, of a reasonable written request from Seller for such data or information, (ii) to obtain customs clearance for any Production Line within five (5) working days from the day such Production Line arrives at Tel-Aviv International Airport and (iii) to comply with any of its other obligations under this Sale Contract to the extent that, in each case, such delay or failure prevents Seller from performing its obligations under this Sale Contract. "BUYER-DIRECTED PRODUCT CHANGE" is defined in Section 5.2.1.
Buyer Delay means any of the items set forth on, and as provided in, Exhibit O. For clarity, no exercise of Buyer's rights or rejection hereunder, or any exercise of Buyer's rights of inspection or observation or any exercise or use of Dispute resolution rights or procedures, in each case in accordance with the terms of this Agreement, shall be deemed on its own to be a Buyer Delay.
Buyer Delay means any construction delays incurred by Seller resulting from Buyer’s requested changes to the Building Specifications, which changes, if any, shall extend the Outside Completion Date day for day. The term “Force Majeure” as used herein shall refer to any event that results in any delays or failures in Seller’s timely performance of its obligations to Buyer that result from circumstances or events beyond Seller’s reasonable control including, without limitation, severe weather conditions such as flood, cyclone, hurricane, named tropical storm, tornado, heavy rains (including, without limitation, a single major heavy rain event that prevents work for a significant period of time), wet site conditions resulting from adverse weather conditions, or similar weather events, fire, natural disaster, earthquake, acts of God, epidemic or pandemic, including, without limitation, governmental responses, orders or decrees in response to COVID-19 that are more restrictive than those responses, orders, or decrees in response to COVID-19 during years 2020-2022, terrorist acts, war, sabotage, armed conflict, riots, civil unrest, restraint of government, governmental acts, governmental delays, delay in issuance of permits or approvals or in conducting inspections, injunctions, labor strike, lockout, boycott or unavoidable delay in transportation, shortages or delays in delivery of materials or labor. For any Force Majeure events, dates by which performance of obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay caused by such Force Majeure event. Seller shall give prompt written notice to Buyer of the occurrence of any Force Majeure event, setting forth the details thereof, and, thereafter, shall be required to update Buyer in writing of the corresponding delays anticipated as a result of any such Force Majeure event. If weather conditions are the basis for a claim(s) by Seller of Force Majeure, such claim(s) shall be documented by Seller with commercially reasonable data substantiating that weather conditions had an adverse effect on the scheduled obligation. Notwithstanding the foregoing, Seller shall use commercially reasonable efforts to continue performing whatever work on the Property that it can perform for Xxxxx, despite the Force Majeure circumstances.
Buyer Delay means any delay (measured in calendar days) in the performance or completion of all or any portion of the Shell Building Improvements that causes such completion to extend beyond the Target Completion Date, to the extent attributable to:
Buyer Delay means any of the items set forth on, and as provided in, Error! Reference source not found.. For clarity, no exercise of Xxxxx's rights or rejection hereunder, or any exercise of Buyer's rights of inspection or observation or any exercise or use of Dispute resolution rights or procedures, in each case in accordance with the terms of this Agreement, shall be deemed on its own to be a Buyer Delay.
Buyer Delay means any delays due to the acts or omissions of Buyer, including, without limitation, any breach of this Agreement by Buyer, which results in the transaction contemplated by this Agreement not being effectuated or consummated by the stated Closing Date, provided however, a Buyer Delay shall not include events that are beyond the reasonable control of Buyer which include, without limitation, an act of God; catastrophe; acts of terrorism; fire, earthquake, floods or explosion, adverse weather or weather related site conditions; war, riot, or sabotage; epidemic or pandemic and any government-mandated quarantines and closures of government offices; inability to procure or shortages of materials, supplies, facilities, natural resources, equipment or labor; failure of transportation; strikes, lockouts, or action of labor unions; laws hereafter enacted; orders of governmental or civil authorities, or government action or inaction where action is required. “BOVs” is defined in Section 24 of this Agreement. “Buyer Payment Obligation” is defined in Section 24 of this Agreement. “Buyer Swap Consideration” is defined in Section 24 of this Agreement. “Calculation Date” is defined as the December 31, 2023. “Closing Date” means the date on which the closing actually takes place which shall be no later than January 22, 2024; provided that, the Buyer and Seller may mutually agree to extend the Closing Date beyond January 22, 2024 in connection with any Buyer Delay or Seller Delay pursuant to a written amendment to this Agreement reflecting a revised Closing Date. “Closing Documents” is defined in Section 4.1 of this Agreement. “Collateral Document” means the Mortgage(s), any assignments of leases and rents, security agreements, financing statements, guaranties, and other agreements or documents, whether an original or a copy and whether or not similar to those enumerated, evidencing, securing, guarantying or otherwise documenting or giving notice of the Loan(s) and any performance or payment obligations with respect thereto or any document evidencing ownership in any asset that was acquired in connection with a foreclosure, deed-in-lieu of foreclosure or otherwise in connection with the resolution of a Loan, and title insurance policies insuring the ownership or liens thereof, provided, however, that the term “Collateral Document” shall expressly exclude the Note(s).
Buyer Delay. (i) any failure by Buyer to timely approve or approve with noted comments and changes the Construction Documents or any revision to any such documents, (ii) any Change Request by Buyer, and the implementation of any approved Change Order, (iii) the fact that any change in materials required by Buyer (including, without limitation, specifications provided for Allowance or undesignated items) require special fabrication or ordering from out-of-town suppliers require a lead time to obtain that is not in keeping with Seller’s construction schedule, (iv) any interference or other act or omission of Buyer, its agents or employees, including any violation of the provisions of the Contract or any delay in giving authorizations or approvals pursuant to the Contract or any exhibit thereto, that delays Seller’s prosecution of the Facility, or (v) any other event expressly identified as Buyer Delay under any provision of the Contract or any exhibit thereto. The occurrence of more than 45 days of Buyer Delay is unacceptable, and each additional day of Buyer Delay will result in increase of the Sales Price by a factor calculated by multiplying the Wall Street Journal quoted Prime Rate existing as of the date of Seller’s purchase of the Property, plus two percent, times the Sales Price under the Contract, and dividing by 365. The occurrence of more than 90 days of Buyer Delay will be considered a default by Buyer under the Contract, which shall allow Seller to exercise its remedies under Paragraph 11. of the Contract. Any state of facts not arising from a Change Request by Buyer, but which gives rise to a change referred to in the definition of Change Costs and entitles Seller to a Change Order to accommodate such necessary change (such as discovery of unanticipated site conditions) as per Paragraph 2(d), below, will be considered force majeure but not Buyer Delay.