![]() Notwithstanding any provision of this Agreement to the contrary, if Seller shall default in its obligation to effectuate the Octavius Put Right Transfer in accordance with Section 6.8(b) and it is within Seller’s or its affiliates control to so effectuate the Octavius Put Right Transfer, and such default is not cured within sixty (60) days after written notice from Buyer of such default, then (i) the parties agree that a reasonable estimate of Buyer’s damages in such event is the Specific Performance Liquidated Damages Amount, and (ii) without limiting any other rights or remedies that Buyer may have under this Agreement, upon written notice from Buyer to Seller identifying such breach and requesting payment of the Specific Performance Liquidated Damages Amount, Seller shall pay the Specific Performance Liquidated Damages Amount to Buyer. If Seller defaults in its obligation to consummate the Closing as and when required under this Agreement, then Buyer shall have the right to elect, as its sole and exclusive remedy (but without limiting any rights or remedies that Buyer may have to receive the Specific Performance Liquidated Damages Amount, as described below), to (x) terminate this Agreement by written notice to Seller, whereupon Seller shall pay the Buyer Liquidated Damages Amount to Buyer, and thereafter, the parties shall have no further rights or obligations hereunder except for other obligations which expressly survive the termination of this Agreement, (y) seek specific performance of this Agreement against Seller and, as applicable, the Seller Parties or (z) waive the default or breach and proceed to close the Transaction. ![]() ![]() Prior to entering into this transaction, Buyer and Seller have discussed the fact that substantial damages will be suffered by Buyer if Seller shall default in its obligation to sell the Membership Interests under this Agreement when required hereunder accordingly, the parties agree that a reasonable estimate of Buyer’s damages in such event is the amount of Twenty- Five Million and No/100 Dollars ($25,000,000.00) (the “ Buyer Liquidated Damages Amount”). ![]()
0 Comments
Leave a Reply. |
AuthorWrite something about yourself. No need to be fancy, just an overview. ArchivesCategories |