Seller Breach definition

Seller Breach has the meaning set forth in Section 10.7.
Seller Breach shall have the meaning described in Section 3.6 hereof.
Seller Breach has the meaning assigned to such term in Section 6.01.

Examples of Seller Breach in a sentence

  • With respect to each aircraft which is a Future Incline Asset, if before delivery, an Incline Seller Breach or Incline Total Loss Event occurs (any such aircraft, an “Incline Affected Aircraft”), Incline Purchasing Entity has the option to request in writing for AACL to replace such Incline Affected Aircraft (the “Incline Replacement Notice”).

  • If for any reason, the Closing has not taken place by the Final Closing Date other than as a result of a Seller Breach, Seller may at any time thereafter terminate this Agreement by delivering written notice to Buyer.

  • In this case of Seller Breach the Buyer will be entitled to keep the possession of the property and to stop paying any additional monthly installments to the Seller, until the Seller paid back its full debt to the Buyer.

  • The ensemble of models from multiple epochs used to create the averaged model has increased the generalization power of the models, resulting in better translations.

  • If the Purchaser has not elected to exercise the Delayed Closing Right, the Sellers shall have the right, by written notice to the Purchaser delivered within five (5) Business Days after the intended Closing Date, to exercise the Delayed Closing Right to cure any Seller Default (other than a Designated Seller Breach).


More Definitions of Seller Breach

Seller Breach means any of the following:
Seller Breach is defined in Section 10.1(a) of this Agreement.
Seller Breach means a material breach by Seller of its obligations or its representations and warranties under this Agreement or the Sale Documents. For the avoidance of doubt, a “Seller Breach” shall include, without limitation, failure of the Aircraft to be in the Delivery Condition at the Delivery Location on the Closing Date unless caused by an event of Force Majeure.
Seller Breach means the Seller’s material breach of this Agreement, which such breach is not cured within ten (10) Business Days after receiving written notice thereof from the Buyer.
Seller Breach is defined in Section 10.1(a) of this Agreement. "Seller Deductible" is defined in Section 10.1(b) of this Agreement. "Seller Indemnified Parties" is defined in Section 10.2(a) of this Agreement. 57 <PAGE> "Seller Shareholder" is defined in the preamble of this Agreement. "Seller Parties" is defined in the preamble of this Agreement. "Seller-Related Parties" is defined in Section 10.8(h) of this Agreement. "SF Stores" is defined in the preamble of this Agreement. "SF Stores Balance Sheet" is defined in Section 2.3 of this Agreement. "SF Stores P & L Statements" is defined in Section 2.3 of this Agreement. "SFI 401(k) Plan" is defined in Section 4.9(e) of this Agreement. "Share Purchase Agreement" is defined in the Preliminary Statement of this Agreement. "Software License and Support Agreement" is defined in Section 1.7(a)(viii) of this Agreement. "Synthetic Lease Agreement" means the Agreement, dated as of November 30, 2001 between Xxxxx Fargo Bank Northwest, National Association, not individually but solely as the Owner Trustee under S&F Trust 1998-1, as lessor, and Smart & Final Inc., as lessee. "Synthetic Lease Provisions" means the following provisions of the Synthetic Lease Agreement: (i) Section 4.1 (Taxes; Utility Charges); (ii) paragraphs (a), (c) and (e) of Section 8.2 (Possession and Use of the Properties); (iii) Section 8.3 (Integrated Properties); (iv) Section 9.1 (Compliance with Legal Requirements, etc.); (v) Section 10.1 (Maintenance and Repair; Return); (vi) Section 11.1 (Modifications); (vii) Article XIII (Permitted Contests and Payment of Impositions, Utility Charges and other Matters); (viii) Article XIV (insurance); (ix) Section 28.2(a) (Compliance with Laws); (x) Section 28.2(b) (Payment of Taxes); (xi) Section 28.2(c) (Compliance with Environmental Laws); and (xii) Section 28.2(f) (Inspection Rights). "Tax" and "Taxes" means all taxes, charges, withholdings, fees, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, real or personal property, tollgate, capital, net worth, sales, use, ad valorem, single business, transfer, franchise, profits, license, leasing, withholding, payroll, employment, social security, unemployment, excise, estimated, severance, stamp, occupation, services, property or other taxes, customs duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any federal, s...
Seller Breach or "Buyer Breach", as the case may be, under Section 8.1 hereof, and (z) as a result of such breach the other party's obligation to close under the Agreement would be excused. The notifying party shall have no right to cure any breach for which notice has been given under this Section 7.12(b). No notice given (or any failure to give notice) pursuant to this Section 7.12(b) shall have any effect on any right or remedy to which any party may be entitled under this Agreement, including any rights under Sections 8.1 and 8.2(c) hereof, provided that if (A) such breach -------- would, in the case of a Seller Breach, have a Material Adverse Effect or, in the case of a Buyer Breach, have a material adverse effect on the ability of the Seller or the Owners to consummate the transactions contemplated by this Agreement without material delay and (B) the recipient party elects to close notwithstanding that the condition to its obligation to close as a result of such breach has not been satisfied, then, except in the case of fraud or intentional and wrongful breach of a representation, warranty, covenant or agreement, (I) the recipient party shall have no rights or remedies hereunder by reason of such breach and (II) any such representation or warranty by the notifying party or parties, or any Disclosure Schedule applicable thereto, shall be deemed to be amended (effective as of the date of this Agreement) to the extent necessary to reflect the information provided in such notice. If any notice is provided under this Section 7.12(b) less than thirty (30) days prior to the Closing Date, the recipient of such notice shall have the unilateral right to extend the date of Closing (and the Outside Date under Section 8.1(b) hereof) up to the date which is thirty (30) days from the date such notice is received by the recipient.
Seller Breach shall have the meaning set forth ------------- in Section 8.1(f). "Seller Intellectual Property" shall have the ---------------------------- meaning set forth in Section 2.12(c).