Default by Seller definition

Default by Seller means a failure by Seller to materially comply with or satisfy any covenant or agreement of Seller contained in this Agreement, or a material breach by Seller of any representation or warranty of Seller contained in this Agreement, which is not cured by Seller within five (5) business days following Seller’s receipt of written notice from Purchaser (other than failure to close for any reason unrelated to a Default by Purchaser, in which case there shall be no notice or cure period; called the “Purchaser Notice”). If Closing is scheduled to occur less than five (5) business days after the date of the Purchaser Notice, Closing shall be extended by the number of days reasonably required to cure the default, not to exceed five (5) business days following Seller’s receipt of the Purchaser Notice. Upon the occurrence of a Default by Seller beyond the cure period set forth above, Purchaser may, at any time at or prior to Closing, by giving to Seller written notice of its election to either, as Purchaser’s sole remedy (a) terminate this Agreement whereupon the Deposit, including, the Non-Refundable Deposit, shall be returned to Purchaser and Seller shall pay to Purchaser any and all “Purchaser’s Costs” (defined below) incurred as of the date of such termination; or (b) enforce specific performance of this Agreement. Upon termination of this Agreement by Purchaser and the return of the Deposit, including the Non-Refundable Deposit pursuant to this Section 11.1, neither party shall have any further obligations to the other, except as set forth in this Agreement. For purposes of this Agreement, “Purchaser’s Costs” shall mean the actual verifiable expenses incurred by Purchaser, together with any non-refundable “rate lock” or “spread lock” deposits or fees paid not more than five (5) business days prior to the Closing Date in connection with any proposed financing, not to exceed the total sum of $800,000, paid or payable to (A) to Purchaser’s attorneys in connection with the negotiation of this Agreement or the proposed purchase of the Property, (B) to third party consultants in connection with the performance of examinations, inspections and/or investigations of the Property or (C) to any potential lender in connection with any proposed financing of the Property. Seller’s obligation to pay the Purchaser’s Costs shall survive any termination of this Agreement.
Sample 1

Examples of Default by Seller in a sentence

  • If Buyer terminates this Agreement because of an Event of Default by Seller occurring prior to the Commercial Operation Date, the Termination Payment due to Buyer shall be equal to the sum of (x) all Delay Damages due and owing by Seller through the date of such termination plus (y) the full amount of the Development Period Security required to be provided to Buyer by Seller.

  • If the Agreement is terminated by Company because of one or more of the Events of Default by Seller, Company shall have the right, in addition to the rights set forth above in this Section 15.4 (Rights of the Non-defaulting Party; Forward Contract), to collect Termination Damages, in accordance with Article 16 (Damages in the Event of Termination by Company).

  • For purposes of clarification, Buyer has no obligation to return Performance Assurance if the Agreement is terminated due to an Event of Default by Seller.

  • Buyer shall permit a Lender to Seller to cure an Event of Default by Seller under this Agreement within any cure periods provided to Seller for such Event of Default and subject to all rights and remedies of Buyer with respect to such Event of Default.

  • Default by Seller or Buyer shall entitle the non-defaulting party to claim as damages all reasonable costs, attorneys’ fees, and expenses in connection with enforcement of this Contract.

  • If Buyer terminates this Agreement because of an Event of Default by Seller occurring prior to the Commercial Operation Date, the Termination Payment due to Buyer shall be equal to the sum of (x) all Delay Damages due and owing by Seller through the date of such termination plus (y) the undrawn amount of any Development Period Security provided to Buyer by Seller.

  • The Deposit shall be non-refundable to Purchaser, except in the event of an Event of Default by Seller.

  • Default by Seller shall entitle Purchaser to court costs and reasonable attorney’s fees incurred in enforcing the provision of this Agreement.

  • On or after the occurrence of an Event of Default by Seller or an Early Termination Date as a result of an Event of Default by Seller, Buyer shall retain any such Simple Interest Payment amount as an additional Development Security amount or a Performance Assurance amount hereunder until: In the case of an Early Termination Date, the obligations of Seller under this Agreement have been satisfied; or In the case of an Event of Default, for so long as such Event of Default is continuing.

  • For purposes of clarification, Xxxxx has no obligation to return Performance Assurance if the Agreement is terminated due to an Event of Default by Seller.

Related to Default by Seller

  • Seller Default has the meaning set forth in Section 12.1.

  • Purchaser Default has the meaning set forth in Section 11.2(a).

  • Buyer Default refers to nonpayment of the Xxxxxxx Money in accordance with the provisions of this Agreement (including nonpayment or dishonor of any check delivered for the Xxxxxxx Money) and/or the failure of this transaction to close due to nonperformance, breach and/or default with respect to the Buyer’s obligation(s) under this Agreement. In the event of a Buyer Default, the following provisions shall apply:

  • Event of Default has the meaning specified in Section 8.01.

  • PTC Event of Default means, with respect to each Trust Agreement, the failure to pay within 10 Business Days after the due date thereof: (i) the outstanding Pool Balance of the applicable Class of Certificates on the Final Legal Distribution Date for such Class or (ii) interest due on such Certificates on any Distribution Date (unless the Subordination Agent shall have made an Interest Drawing or a withdrawal from the Cash Collateral Account relating to a Liquidity Facility for such Class, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee entitled thereto).

  • Loan Event of Default means any of the events specified in Section 5.1 of the Loan Agreement, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, event or act has been satisfied.

  • Lease Event of Default shall have the meaning specified in Section 17.1 of the Lease.

  • Event of Default Under the Trust Indenture With respect to any MBS, any “Event of Default” under the Trust Indenture pursuant to which such MBS was issued. Xxxxxx Xxx: Federal National Mortgage Association, a body corporate organized and existing under the laws of the United States, or its successor in interest or any successor appointed as herein provided. Unless the context requires otherwise, the term “Xxxxxx Mae” shall be deemed to refer to the Federal National Mortgage Association acting in its corporate capacity and not in its capacity as Trustee hereunder.

  • Customer Default has the meaning set out in clause 8.3.

  • Default means any event which is, or after notice or passage of time or both would be, an Event of Default.

  • Owner Event of Default shall have the meaning set forth in Section 18.3.

  • Declaration Event of Default means an “Event of Default” as defined in the Declaration.

  • Material Event of Default means the occurrence of an Event of Default (as defined in the Senior Unsecured Loan Agreement) under any of the following sections of the Senior Unsecured Loan Agreement:

  • Specified Event of Default means an Event of Default under Section 7.01(a), (b), (h) or (i).

  • Acceleration Event of Default means an Event of Default under Section 5.1(a), (d), (e) or (f), whatever the reason for such Acceleration Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

  • Note Event of Default means any “Event of Default” specified in Section 5.1 of the Indenture.

  • Servicer Event of Default One or more of the events described in Section 7.01.

  • Mortgage Loan Event of Default means an “Event of Default” under and as defined in the Mortgage Loan Agreement.

  • Triggering Event of Default means (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes a Specially Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause (vii) of the definition of Special Servicing Loan Event)).

  • Events of Default has the meaning specified in Section 6.01.

  • Servicer Default means an event specified in Section 8.01.

  • Potential Event of Default means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

  • Bankruptcy Event of Default means any Event of Default under Section 8.01(f) of the Credit Agreement.

  • Employer default means having an outstanding balance or liability to the old fund or to the uninsured employers' fund or being in policy default, as defined in W. Va. Code § 23-2c-2, failure to maintain mandatory workers' compensation coverage, or failure to fully meet its obligations as a workers' compensation self-insured employer. An employer is not in employer default if it has entered into a repayment agreement with the Insurance Commissioner and remains in compliance with the obligations under the repayment agreement.

  • Master Servicer Event of Default One or more of the events described in Section 7.01.

  • Debenture Event of Default means an "Event of Default" as defined in the Indenture.