Default by the Seller Clause Samples
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Default by the Seller. (a) Any of the following acts, omissions and/or events, shall be and are hereby defined as events of default by the Seller, in addition to any further events defined elsewhere as events of default by the Seller:
(1) breach by the Seller of its agreements with any Obligor for a Commercial Receivable;
(2) breach by the Seller of any obligation, covenant, representation or warranty of the Seller in any Seller Agreement (including this Agreement) or obligations with respect to substitution or payment of Damages with respect to Rejected Receivables and/or the Seller's obligation to make payments under Section 16; or
(3) the insolvency or business failure of the Seller or Seller's Servicer or the Seller's assignment for the preference of certain creditors of the Commercial Receivables or placing the same in the custody of any court or the filing by or against the Seller or the Seller's Servicer of a petition for bankruptcy protection.
(b) Upon the occurrence of an event of default, and at any time thereafter, ACC may elect, the Seller hereby expressly waiving notice, demand and presentment, to foreclose on the security interest granted by the Seller in Section 3 to secure amounts due and owing from the Seller; provided, however, that it is specifically agreed in all events, that upon such foreclosure, ACC must first proceed against the Reserve Account balance, and exhaust such, prior to any further action in regard to any other claims, including but not limited to claims for Damages, it may have against the Seller and, provided further, that nothing in this Section 11(b) shall be construed as granting ACC general recourse against the Seller for (0i) amounts not collected on a Commercial Receivable purchased by ACC which is not a Rejected Receivable or (ii) amounts in excess of Damages with respect to a Rejected Receivable.
(c) In the event of default and action by ACC pursuant to Section 11(b), ACC shall have the right to retain the balance of the Net Purchase Price held in the Reserve Account and to set off against amounts then held in the Reserve Account any and all Damages and further set off against any funds received by ACC, ACC Servicer or the Seller Servicer on behalf of the Seller. ACC shall have and may exercise any and all rights provided by the Uniform Commercial Code of the State of Texas and/or the State of Seller, to the maximum extent provided by said Code. ACC shall be entitled to avail itself of at such rights and remedies as may now or hereafte...
Default by the Seller. If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.
Default by the Seller. If the transaction herein contemplated fails to close as a result of the default of the Seller hereunder, or the Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Seller having failed to perform any of the material covenants and agreements contained herein to be performed by the Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement (in which case, the Seller shall reimburse the Purchaser for all of the fees, charges, disbursements and expenses of the Purchaser’s attorneys), or (y) pursue a suit for specific performance.
Default by the Seller a) Seller shall be in default under this Agreement in the following events:
(i) If Seller shall fail to perform and comply with the agreements and conditions which are required to be performed or complied with by Seller pursuant to this Agreement; or
(ii) If Seller's warranties and representations contained in Section 16 above shall not have been true in all material respects when made.
b) If Seller shall be in default under this Agreement, Grove shall be entitled to: (i) terminate this Agreement, in which event the Deposit shall be handled in the manner contemplated in Section 2 (a) hereof; (ii) seek specific performance, and reduce the Purchase Price by the cost of legal expenses incurred in obtaining such specific performance; and/or (iii) pursue any other remedy available to Purchaser in law or equity; provided, however, that with respect to subsection (iii) above: (1) Purchaser shall not be entitled to seek damages from either Seller if a representation or warranty was true in all material respects on the date of this Agreement, but subsequently becomes untrue following the execution of this Agreement and prior to the Closing through no action of Seller or its agents or employees; and (2) Seller shall not have any liability for damages where the aggregate damages that Purchaser and its affiliates have suffered by virtue of defaults total less than Ten Thousand Dollars ($10,000), nor shall such damages exceed a maximum of One Hundred Thousand Dollars ($100,000). Purchaser and its affiliates shall not be entitled to recover any damages with respect to a representation or warranty of Seller if either ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ knew that such representation or warranty was untrue prior to the Closing, but nevertheless chose to close the transaction contemplated in this Agreement.
Default by the Seller. If the Closing fails to occur solely as a result of a default by Seller hereunder, the Purchaser may, as its sole and exclusive remedy, either (a) terminate this Agreement and receive a refund of its Deposit, plus Purchaser’s actual documented out-of-pocket third party expenses incurred in conducting its due diligence with respect to the transaction contemplated by this Agreement, subject to a cap of Fifty Thousand Dollars ($50,000.00), or (b) pursue an action for specific performance provided that Purchaser files such action in a court with appropriate jurisdiction within thirty (30) days of Seller’s default.
Default by the Seller. To the extent permitted by applicable law, the Seller’s liability to the Buyer for breach of any non-excludable condition is limited, at the Seller’s option, to refunding the price of the Commodity or service in respect to which the breach occurred, or to supplying the Commodity or services again or to paying the cost of having the Commodity or services respectively supplied again. In no circumstances will the Seller be liable for any loss of profits or special, consequential or indirect loss or damage. The Buyer acknowledges and agrees that the use of the Commodity supplied is beyond the Seller’s control, and any advice, recommendation, information or services provided by the Seller regarding the Commodity and its use is not construed as a contractual condition or warranty.
Default by the Seller. In the event the close of escrow and consummation of the transaction contemplated do not occur due to any default by Seller, Purchaser and Seller agree that it would be impracticable and extremely difficult to estimate the damages which Purchaser may suffer. Accordingly, Purchaser and Seller hereby agree that a reasonable estimate of the total net detriment that Purchaser would suffer if Seller defaults and fails to complete the purchase of all or a portion of Seller’s initials Purchaser’s initials
Default by the Seller. If PTS does not default hereunder and the ------------------------ Seller defaults hereunder, PTS may elect to terminate this Agreement as well as any other agreement executed by PTS in connection with the transactions contemplated by this Agreement, including but not limited to any independent nondisclosure agreement or any other independent agreements, whereupon no party shall be liable to the other hereunder, or PTS may assert any remedy, including specific performance, which PTS may have by reason of any such default of the Seller. From and after the Closing, subject to the terms and provisions hereof, in the event of a breach by any party of the terms of this Agreement or any obligation of a party which survives the Closing hereunder, the non-defaulting party may assert any remedy, either at law or in equity, to which such non-defaulting party may be entitled.
Default by the Seller. If the Seller shall have made any --------------------- representation or warranty herein which shall be untrue or misleading in any material respect, or if the Seller shall fail to perform any of the material covenants and agreements contained herein to be performed by them and such failure continues for a period of ten (10) days after notice thereof from the Purchaser or if the Other Agreement shall be terminated for any reason other than default by the Purchaser, the Purchaser may terminate this Agreement and/or the Purchaser may pursue any and all remedies available to it at law or in equity, including, but not limited to, a suit for specific performance or other equitable relief. In addition to, and not in limitation of, the foregoing, the Purchaser may require the Seller to return the Deposit, together with interest accrued thereon at the Interest Rate from the date such amounts were paid to the Seller to, but not including, the date of refund.
Default by the Seller. If prior to the Closing the Seller shall have made any representation or warranty herein which shall be untrue in any material respect when made or updated as herein provided or if the Seller shall fail to perform any of the material covenants and agreements contained herein and such failure continues for a period of ten (10) days after notice thereof from the Purchaser, the Purchaser may terminate this Agreement in its entirety.