Known Breach definition
Examples of Known Breach in a sentence
Upon receipt of notice from Purchaser, Seller shall have ten (10) days in order to cure such Known Breach and, if necessary, the Closing Date shall be extended until the second business day after the Known Breach has been cured.
If Purchaser fails to give Seller notice of a Known Breach, then Purchaser shall have waived its rights to assert any claims for such Known Breach.
If, after making all reasonable efforts, Seller is unable to cure the Known Breach within such ten (10) day period, then Purchaser shall elect by notice to Seller to either (i) waive the Known Breach or (ii) terminate this Agreement, in which case, Purchaser shall have a right to recover actual third party expenses in an amount not to exceed $100,000.00 as provided in Paragraph 11 of this Agreement.
If on or prior to the Closing Date, Deborah Hartigan, Steve Siegel o▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇sc▇▇▇▇ ▇▇▇▇ ▇▇y re▇▇▇▇▇▇▇▇▇▇▇n or warranty of Seller is untrue in any material respect or that Seller is in default under this Agreement or that Seller has failed to perform a required covenant (individually or collectively, a "Known Breach"), then Purchaser may waive such Known Breach or give Seller notice of such Known Breach.
Buyer shall give Seller written notice of a Known Breach promptly after Buyer acquires knowledge thereof.
As used herein, a "Known Breach" means any breach of or inaccuracy in any of the Seller's representations or warranties which Buyer has or had knowledge of at or prior to Closing.
Seller shall deposit as the Section 6.2 Deposit an amount equal to Buyer's estimate (such estimate not to exceed the applicable limitations set forth herein), less out of pocket expenses reasonably substantiated by Seller as theretofore expended by Seller after the date of the relevant notice of the Known Breach but prior to Closing in bona fide attempts to cure the Known Breach.
Any such suspected violations or Remediation or obligation to correct or Remediate identified in the Phase I Notice or the Phase II Notice shall not be deemed to be a Known Breach.
Any termination pursuant to (c) above shall be without prejudice to any right any party may have against the other for any misrepresentation or breach of warranty or covenant under this Agreement, except that if the Agreement is terminated as a result of a Known Breach, then the Sellers will not have any liability or obligation to Buyer or Suiza Foods with respect to such Known Breach or any such termination.
Notwithstanding the foregoing, in the event that the Purchaser delivers written notice of Known Breaches to the Sellers prior to Closing as set forth in Section 3.2(a), but still consummates the transactions contemplated hereunder, the Purchaser shall be entitled to indemnification with respect to any such Known Breach without regard to any of the limitations set forth in Section 8.2(b)(ii).