Remedies of the Purchaser Sample Clauses

Remedies of the Purchaser. The Seller and the Members agree that ------------------------- the Assets are unique and not otherwise readily available to the Purchaser. Accordingly, the Seller and the Members acknowledge that, in addition to all other remedies to which the Purchaser is entitled, the Purchaser shall have the right to enforce the terms of this Agreement by a decree of specific performance, provided the Purchaser is not in material default hereunder.
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Remedies of the Purchaser. In the event of a breach by Seller of the representations and warranties set forth in Sections 10.1 (Representations and Warranties of the Seller) which breach has been notified by the Purchaser in accordance with Section 12.1 (Term of Representations and Warranties) and Section 12.2 (Notice of Breach), subject to the exclusions and limitations set forth in Section 12.4 (Limitation and Exclusion of Remedies of the Purchaser) and Section 13.1 (Limitation of Seller’s Liability under this Agreement), Seller shall: (a) have the right, within two months from receipt of the Notice of Breach, to put the Company in the position in which it would be, had no such misrepresentation or breach of warranty occurred; and (b) to the extent that such remedy cannot be effected or is not effected within such period of time, reimburse Purchaser for the direct losses actually suffered and incurred by the latter, yet in any case excluding consequential damages, loss of profits and punitive damages.
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Remedies of the Purchaser. (a) If the Vendor fails to comply with any term of this Agreement and or the New Zealand Business Sale Agreement, without limiting the remedies available to the Purchaser at law or in equity, the Purchaser may ▇▇▇ the Vendor for breach, and in addition if the Vendor has failed to comply with any material term of this Agreement on or before Completion, the Purchaser may, at its discretion: (i) defer Completion to any subsequent Business Day not more than 10 Business Days after the scheduled Completion Date or any later date set for Completion in accordance with this clause (in such event, this clause will apply to the scheduled Completion Date so deferred); Business Sale Agreement (ii) if applicable, waive the requirement to fulfil that material term, in whole or in part, and following such waiver to complete the sale and purchase of the Assets; (iii) so far as practicable, complete the sale and purchase of the Assets; or (iv) terminate this Agreement where the Purchaser has given notice of default and the Vendor has failed to remedy the default within 15 Business Days of that notice. (b) On termination of this Agreement by the Purchaser under clause 19.2(a)(iv), the Purchaser is discharged from any further obligation or Liability (except for any accrued Liability) under this Agreement.
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Remedies of the Purchaser. DLR hereby acknowledges that the restrictive covenants contained in Section 1 hereof are reasonable and necessary for the legitimate business interests of the Purchaser, that any violation of such restrictive covenants would cause substantial and irreparable injury to the Purchaser and that the Purchaser's remedies at law for any breach or threatened breach of such restrictive covenants would not be adequate. Accordingly, DLR hereby agrees that the Purchaser shall be entitled to injunctive relief with respect to such breach or threatened breach of such restrictive covenants. This remedy shall be in addition to, and not in limitation of, any other rights or remedies to which the Purchaser is or may be entitled to at law or in equity.
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Remedies of the Purchaser. (a) Subject to clause 14.6(b), the sole remedy of the Purchaser for a breach of a Vendor Warranty is damages (and the Purchaser is the only person entitled to make a Claim for breach of a Vendor Warranty). (b) If any of the Mining Tenements is forfeited or cancelled in connection with any fact or circumstance in respect of which the Purchaser is entitled to and successfully makes a Claim (whether by settlement or determination) against the Vendor for breach of a Vendor Warranty, then the Purchaser may terminate each other Transaction Document without liability to the Vendor. (c) The parties agree that clause 14.6(b) will apply despite anything to the contrary in any of the other Transaction Documents.
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Remedies of the Purchaser. The Purchaser shall not be obliged to complete this Agreement or perform any obligations hereunder unless the Vendor complies fully with the requirements of Clauses 11.2 to 11.4. Without prejudice to any other remedies which may be available to the Purchaser on the Completion Date, the Purchaser may: (a) defer Completion to a date falling not more than 28 days after the original Completion Date (so that the provisions of this Clause 11 shall apply to the deferred Completion) provided that, time shall be of the essence as regards the deferred Completion and if Completion is not effected on such deferred date, the Purchaser may rescind this Agreement and claim damages from the Vendor; (b) proceed to Completion so far as practicable (but without prejudice to the Purchaser’s rights hereunder) insofar as the Vendor shall not have complied with its obligations hereunder; (c) treat this Agreement as terminated for breach by the Vendor of a condition of this Agreement; or (d) seek the Vendor to specifically perform the provisions of this Agreement without prejudice to any other remedy which the Purchaser may have at law or in equity.
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Remedies of the Purchaser. 6.1 If any Warranty Statement shall prove to be untrue, inaccurate, incorrect or misleading, the Purchaser may at its option and without prejudice to any other right or remedy which may be available to it: (a) claim for all loss suffered by it in consequence of such breach of Warranty (and for this purpose an amount equal to, without limitation, the amount of any stamp duty (including any penalty for late stamping) payable on any document in respect of the title of the Company to any property which ought to be in the possession of the Company as at the date of Completion and which has not been properly stamped shall be deemed to be a loss suffered by the Purchaser (whether or not that Company has a legal obligation to present or re-present the same for stamping); and (b) require the Vendor to pay to the Company or the Purchaser (as the Purchaser may require) such sum as is equal to the amount by which: (i) the assets of the Company are less, or less valuable, or their liabilities greater, than: (a) either the values at which the same were included in the Accounts; or (b) if the Purchaser so elects, than they would have been if the statement concerned had been true, accurate and correct and not misleading; and for these purposes, without limitation, an amount equal to the amount of any such stamp duty as is described in paragraph (a) of this clause 6.1 shall be deemed to be a liability of the Company; and (c) claim for all reasonable legal costs, charges and expenses incurred or payable by the Purchaser or the Company either before or after the commencement of any action in connection with any matter referred to in this clause 6.1; and so that the exercise by the Purchaser of any of the additional remedies set out in this clause 6.1 shall be without prejudice to any other of them. 6.2 No provision of this Agreement shall operate to exclude, restrict or otherwise impair any right or remedy (including, without limitation any right to damages and equitable remedies of all kinds) other than any right to rescission following Completion to which the Purchaser is or becomes entitled (or, but for the provision in question, would be or become entitled) by virtue of legislation or otherwise under the general law applicable in England or elsewhere. 6.3 If the Vendor is required by law to make any deduction or withholding from any payment due under the terms of this Agreement, it shall do so and the sum due from the Vendor in respect of such payment shall be increased ...
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Remedies of the Purchaser. In the event of a breach of the representations and warranties by the Seller which has been notified by the Purchaser in accordance with Section 7.1 and Section 7.2, subject to the exclusions and limitations set forth in Section 7.4 and Section 8.1, the Seller shall: (a) have the right, with the consent of the Purchaser (such consent not to be unreasonably withheld), within 90 (ninety) Business Days from receipt by it of the Notice of Breach, to put the Winterthur Group in the position in which it would have been, had no such misrepresentation or breach of warranty occurred; and (b) to the extent that such remedy cannot be effected or is not effected within such period of time, pay to the Purchaser or, at the reasonable election of the Purchaser, the Business Entity of the Winterthur Group with respect to which the misrepresentation or breach of warranty occurred, an amount which is necessary to put any relevant Business Entity of the Winterthur Group in a position in which it would have been, had no such misrepresentation or breach of warranty occurred.
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Remedies of the Purchaser 
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Related to Remedies of the Purchaser

  • REMEDIES OF THE PARTIES a. If Buyers (a) fail to make the payments aforesaid, or any part thereof, as same become due; or (b) fail to pay the taxes or special assessments or charges, or any part thereof, levied upon said property, or assessed against it, by any taxing body before any of such items become delinquent; or (c) fail to keep the property insured; or (d) fail to keep it in reasonable repair as herein required; or (e) fail to perform any of the agreements as herein made or required; then Sellers, in addition to any and all other legal and equitable remedies which they may have, at their option, may proceed to forfeit and cancel this contract as provided by law (Chapter 656 Code of Iowa). Upon completion of such forfeiture Buyers shall have no right of reclamation or compensation for money paid, or improvements made; but such payments and/or improvements if any shall be retained and kept by Sellers as compensation for the use of said property, and/or as liquidated damages for breach of this contract ; and upon completion of such forfeiture, if the Buyers, or any other person or persons shall be in possession of said real estate or any part thereof, such party or parties in possession shall at once peacefully remove therefrom, or failing to do so may be treated as tenants holding over, unlawfully after the expiration of lease, and may accordingly be ousted and removed as such as provided by law. b. If Buyers fail to timely perform this contract, Sellers, at their option, may elect to declare the entire balance immediately due and payable after such notice, if any, as may be required by Chapter 654, The Code. Thereafter this contract may be foreclosed in equity and the court may appoint a receiver to take immediate possession of the property and of the revenues and income accruing therefrom and to rent or cultivate the same as the receiver may deem best for the interest of all parties concerned, and such receiver shall be liable to account to Buyers only for the net profits, after application of rents, issues and profits from the costs and expenses of the receivership and foreclosure and upon the contract obligation. It is agreed that if this contract covers less than ten (10) acres of land, and in the event of the foreclosure of this contract and sale of the property by sheriff's sale in such foreclosure proceedings, the time of one year for redemption from said sale provided by the statutes of the State of Iowa shall be reduced to six (6) months provided the Sellers, in such action file an election to waive any deficiency judgment against Buyers which may arise out of the foreclosure proceedings; all to be consistent with the provisions of Chapter 628 of the Iowa Code. If the redemption period is so reduced, for the first three (3) months after sale such right of redemption shall be exclusive to the Buyers, and the time periods in Sections 628.5, 628.15 and 628.16 of the Iowa Code shall be reduced to four (4) months. (1) The real estate is less than ten (10) acres in size; (2) the Court finds affirmatively that the said real estate has been abandoned by the owners and those persons personally liable under this contract at the time of such foreclosure; and (3) Sellers in such action file an election to waive any deficiency judgment against Buyers or their successor in interest in such action. If the redemption period is so reduced, Buyers or their successors in interest or the owner shall have the exclusive right to redeem for the first thirty (30) days after such sale, and the time provided for redemption by creditors as provided in Sections 628.5, 628.15 and 628.16 of the Iowa Code shall be reduced to forty (40) days. Entry of appearance by pleading or docket entry by or on behalf of Buyers shall be presumption that the property is not abandoned. Any such redemption period shall be consistent with all of the provisions of Chapter 628 of the Iowa Code. This paragraph shall not be construed to limit or otherwise affect any other redemption provisions contained in Chapter 628 of the Iowa Code. Upon completion of such forfeiture Buyers shall have no right of reclamation or compensation for money paid, or improvements made; but such payments and for improvements if any shall be retained and kept by Sellers as compensation for the use of said property, and/or as liquidated damages for breach of this contract; and upon completion of such forfeiture, if Buyers, or any other person or persons shall be in possession of said real estate or any part thereof, such party or parties in possession shall at once peacefully remove therefrom, or failing to do so may be treated as tenants holding over, unlawfully after the expiration of a lease, and may accordingly be ousted and removed as such as provided by law. c. If Sellers fail to timely perform their obligations under this contract, Buyers shall have the right to terminate this contract and have all payments made returned to them. d. Buyers and Sellers are also entitled to utilize any and all other remedies or actions at law or in equity available to them. e. In any action or proceeding relating to this contract the successful party shall be entitled to receive reasonable attorney's fees and costs as permitted by law.

  • Remedies of the Bank 4.01. The Additional Event of Suspension consists of the following, namely, that a situation has arisen which shall make it improbable that the Program, or a significant part of it, will be carried out.

  • REMEDIES OF THE ASSOCIATION 4.01. The Additional Event of Suspension consists of the following: a situation has arisen which shall make it improbable that the Program, or a significant part of it, will be carried out.

  • Remedies for Breach of Representations and Warranties of the Servicer It is understood and agreed that the representations and warranties set forth in Section 6.01 shall survive the engagement of the Servicer to perform the servicing responsibilities as of each Closing Date and the delivery of the Servicing Files to the Servicer and shall inure to the benefit of the Owner. Upon discovery by either the Servicer or the Owner of a Breach of any of the foregoing representations and warranties which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property or the interest of the Owner (in the case of any of the foregoing, a "Breach"), the party discovering such Breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Servicer of any Breach of a representation or warranty set forth in Section 6.01 which materially and adversely affects the ability of the Servicer to perform its duties and obligations under this Agreement or otherwise materially and adversely affects the value of the Mortgage Loans, the Mortgaged Property or the priority of the security interest on such Mortgaged Property, the Servicer shall use its Best Efforts promptly to cure such Breach in all material respects and, if such Breach cannot be cured, the Servicer shall, at the Owner's option, assign the Servicer's rights and obligations under this Agreement (or respecting the affected Mortgage Loans) to a successor servicer, subject to the approval of the Owner, which approval shall be in the Owner's sole discretion. Such assignment shall be made in accordance with Section 10.01. In addition, the Servicer shall indemnify the Owner and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a Breach of the Servicer representations and warranties contained in this Agreement. Any cause of action against the Servicer relating to or arising out of the Breach of any representations and warranties made in Section 6.01 shall accrue upon (i) discovery of such Breach by the Servicer or notice thereof by the Owner to the Servicer, (ii) failure by the Servicer to cure such Breach within the applicable cure period, and (iii) demand upon the Servicer by the Owner for compliance with this Agreement.

  • Remedies of Trustee During the continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights specified in Section 8.01, shall have the right, in its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.