Common use of Default by the Seller Clause in Contracts

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. a) If the Seller or MI shall have made any representation or warranty herein which shall be untrue in default under this Agreement in any material respect when made or updated as herein provided, or if the following events: (i) If Seller or MI shall fail to perform any of the material covenants and comply with the agreements contained herein and conditions which are such condition or failure continues for a period of ten (10) days (or such additional period as may be reasonably required to be performed or complied with by Seller pursuant to effectuate a cure of the same) after notice thereof from the Purchaser, the Purchaser may terminate this Agreement; or (ii) If Seller's warranties Agreement 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 reimburse to Purchaser 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 Purchaser's expenses incurred in obtaining such specific performance; respect of the Property, not to exceed $30,000 (and direct Escrow Agent to refund to Purchaser the Deposit as provided in Section 10.3), and/or (iii) the Purchaser may pursue any other remedy and all remedies available to Purchaser in it at law or in equity, including, but not limited to, a suit for specific performance or other equitable relief; provided, however, that with respect to subsection in such event (iiix) above: neither Seller nor MI shall be liable for (1and Purchaser hereby agrees that it will not commence or prosecute any action for) Purchaser consequential or punitive or exemplary damages and (y) the aggregate liability of the Seller or MI under this Agreement shall not be entitled exceed an amount equal 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)) plus the reasonable attorneys' fees and expenses incurred by Purchaser in enforcing the Agreement against Seller and/or MI in respect of Seller's or MI's default. Purchaser It is understood and its affiliates shall not be entitled to recover any damages with respect to agreed that for purposes of this Section 10.1, if a default results from a false representation or warranty of Seller warranty, such default shall be deemed cured if either ▇▇▇▇▇ ▇▇▇▇▇▇▇the events, ▇▇▇▇▇ ▇▇▇▇▇▇▇ conditions, acts or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ knew that omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was untrue prior to false as of the Closing, but nevertheless chose to close the transaction contemplated in this Agreementdate actually made.

Default by the Seller. a) If the Seller or MI shall have made any representation or warranty herein which shall be untrue in default under this Agreement in any material respect when made or updated as herein provided, or if the following events: (i) If Seller or MI shall fail to perform any of the material covenants and comply with the agreements contained herein and conditions which are such condition or failure continues for a period of ten (10) days (or such additional period as may be reasonably required to be performed or complied effectuate a cure of the same) after notice thereof from the Purchaser, the Purchaser may terminate this Agreement with by Seller pursuant respect to this Agreement; or (ii) If Seller's warranties the affected Property 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 reimburse to Purchaser 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 Purchaser's expenses incurred in obtaining respect of such specific performance; affected Property, not to exceed $30,000 (and direct Escrow Agent to refund to Purchaser the portion of the Deposit allocable to the affected Property as provided in Section 10.3), and/or (iii) the Purchaser may pursue any other remedy and all remedies available to Purchaser in it at law or in equity, including, but not limited to, a suit for specific performance or other equitable relief; provided, however, that, (x) in no event shall the Seller or MI be liable for (and Purchaser hereby agrees that with respect to subsection it will not commence or prosecute any action for) consequential or punitive or exemplary damages and (iiiy) above: (1) Purchaser in no event shall not be entitled to seek damages from either the aggregate liability of the 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 MI under this Agreement and prior exceed an amount equal 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 Two Million Three Hundred Ninety-One Thousand Nine Hundred Fifty Dollars ($10,000)2,391,950) plus the reasonable attorneys' fees and expenses incurred by Purchaser in enforcing the Agreement against Seller and/or MI in respect of Seller's or MI's default. It is understood and agreed that for purposes of this Section 10.1, nor shall such damages exceed if a maximum of One Hundred Thousand Dollars ($100,000). Purchaser and its affiliates shall not be entitled to recover any damages with respect to default results from a false representation or warranty of Seller warranty, such default shall be deemed cured if either ▇▇▇▇▇ ▇▇▇▇▇▇▇the events, ▇▇▇▇▇ ▇▇▇▇▇▇▇ conditions, acts or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ knew that omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was untrue prior to false as of the Closing, but nevertheless chose to close the transaction contemplated in this Agreementdate actually made.

Default by the Seller. a) If the Seller shall have made any representation or warranty herein which shall be untrue in default under this Agreement in any material respect when made or updated as herein provided, or if the following events: (i) If Seller shall fail to perform any of the material covenants and comply with the agreements contained herein and conditions which are such condition or failure continues for a period of ten (10) days (or such additional period as may be reasonably required to be performed effectuate a cure of the same) after notice thereof from the Purchaser, the Purchaser may terminate this Agreement with respect to the Ownership Interests in the affected Owner or complied Owners of the affected Property and Seller shall reimburse to Purchaser the Purchaser's expenses incurred in respect of such affected Property, not to exceed $140,000 (and if, with by Seller pursuant respect to this Agreement; or all Properties except for the affected Property, either (i) Closing has occurred, or (ii) If Sellerthe contemplated Closing will not occur as a result of Purchaser'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 election to terminate this Agreement pursuant to Sections 2.3, 2.4, 2.5, 2.7(d), 8.4 or 10.1 of this Agreement, Grove shall be entitled to: (i) terminate this Agreement, in which event then the Deposit shall be handled in refunded to Purchaser), and/or 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) Purchaser may pursue any other remedy and all remedies available to Purchaser in it at law or in equity, including, but not limited to, a suit for specific performance or other equitable relief; provided, however, that, (x) in no event shall the Seller be liable for (and Purchaser hereby agrees that with respect to subsection it will not commence or prosecute any action for) consequential or punitive or exemplary damages and (iiiy) above: (1) Purchaser in no event shall not be entitled to seek damages from either the aggregate liability of the 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 under this Agreement and prior exceed an amount equal 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 Five Million Dollars ($10,000)5,000,000) plus the reasonable attorneys' fees and expenses incurred by Purchaser in enforcing the Agreement against Seller in respect of Seller's default. It is understood and agreed that for purposes of this Section 10.1, nor shall such damages exceed if a maximum of One Hundred Thousand Dollars ($100,000). Purchaser and its affiliates shall not be entitled to recover any damages with respect to default results from a false representation or warranty of Seller warranty, such default shall be deemed cured if either ▇▇▇▇▇ ▇▇▇▇▇▇▇the events, ▇▇▇▇▇ ▇▇▇▇▇▇▇ conditions, acts or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ knew that omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was untrue prior to false as of the Closing, but nevertheless chose to close the transaction contemplated in this Agreementdate actually made.

Default by the Seller. a) Seller shall be in default under this Agreement in the following events: If (i) If the Seller or MI shall have made any representation or warranty herein which shall be untrue in any material respect when made or updated as herein provided, or (ii) if the Seller or MI shall fail to perform any of the material covenants and comply with the agreements contained herein and conditions which are such condition or failure continues for a period of ten (10) days (or such additional period as may be reasonably required to be performed or complied effectuate a cure of the same) after notice thereof from the Purchaser, the Purchaser may terminate this Agreement with by Seller pursuant respect to this Agreement; or (ii) If Seller's warranties the affected Property 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 reimburse to Purchaser 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 Purchaser's expenses incurred in obtaining respect of such specific performance; affected Property, not to exceed $30,000 (and direct Escrow Agent to refund to Purchaser the portion of the Deposit allocable to the affected Property as provided in Section 10.3), and/or (iii) the Purchaser may pursue any other remedy and all remedies available to Purchaser in it at law or in equity, including, but not limited to, a suit for specific performance or other equitable relief; provided, however, that, (x) in no event shall the Seller or MI be liable for (and Purchaser hereby agrees that with respect to subsection it will not commence or prosecute any action for) consequential or punitive or exemplary damages and (iiiy) above: (1) Purchaser in no event shall not be entitled to seek damages from either the aggregate liability of the 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 MI under this Agreement and prior of MI and "Seller" therein under the Gaithersburg Contract exceed an amount equal 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 Three Million One Hundred Fifty-two Thousand Six Hundred Eighty Dollars ($10,000)3,152,680.00) plus the reasonable attorneys' fees and expenses incurred by Purchaser in enforcing this Agreement and/or the Gaithersburg Contract against Seller, nor shall "Seller" under the Gaithersburg Contract and/or MI in respect of such damages exceed default. It is understood and agreed that for purposes of this Section 10.1, if a maximum of One Hundred Thousand Dollars ($100,000). Purchaser and its affiliates shall not be entitled to recover any damages with respect to default results from a false representation or warranty of Seller warranty, such default shall be deemed cured if either ▇▇▇▇▇ ▇▇▇▇▇▇▇the events, ▇▇▇▇▇ ▇▇▇▇▇▇▇ conditions, acts or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ knew that omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was untrue prior to false as of the Closing, but nevertheless chose to close the transaction contemplated in this Agreementdate actually made.

Default by the Seller. a) Seller shall be in default under this Agreement in the following events: If (i) If the Seller or MI shall have made any representation or warranty herein which shall be untrue in any material respect when made or updated as herein provided, or (ii) if the Seller or MI shall fail to perform any of the material covenants and comply with the agreements contained herein and conditions which are such condition or failure continues for a period of ten (10) days (or such additional period as may be reasonably required to be performed or complied with by Seller pursuant to effectuate a cure of the same) after notice thereof from the Purchaser, the Purchaser may terminate this Agreement; or (ii) If Seller's warranties Agreement 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 reimburse to Purchaser 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 Purchaser's expenses incurred in obtaining such specific performance; respect of the Property, not to exceed $30,000 (and direct Escrow Agent to refund to Purchaser the Deposit), and/or (iii) the Purchaser may pursue any other remedy and all remedies available to Purchaser in it at law or in equity, including, but not limited to, a suit for specific performance or other equitable relief; provided, however, that, (x) in no event shall the Seller or MI be liable for (and Purchaser hereby agrees that with respect to subsection it will not commence or prosecute any action for) consequential or punitive or exemplary damages and (iiiy) above: (1) Purchaser in no event shall not be entitled to seek damages from either the aggregate liability of the 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 MI under this Agreement and prior of MI and "Seller" therein under the 3-Pack Contract exceed an amount equal 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 Three Million One Hundred Fifty-two Thousand Six Hundred Eighty Dollars ($10,000)3,152,680.00) plus the reasonable attorneys' fees and expenses incurred by Purchaser in enforcing this Agreement and/or the 3-Pack Contract against Seller, nor shall "Seller" under the 3-Pack Contract and/or MI in respect of such damages exceed default. It is understood and agreed that for purposes of this Section 10.1, if a maximum of One Hundred Thousand Dollars ($100,000). Purchaser and its affiliates shall not be entitled to recover any damages with respect to default results from a false representation or warranty of Seller warranty, such default shall be deemed cured if either ▇▇▇▇▇ ▇▇▇▇▇▇▇the events, ▇▇▇▇▇ ▇▇▇▇▇▇▇ conditions, acts or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ knew that omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was untrue prior to false as of the Closing, but nevertheless chose to close the transaction contemplated in this Agreementdate actually made.