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 Xxxxx Xxxxxxx, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxx 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. In the event of default by the Seller, the sole remedy to the Purchaser is return of its deposit.
Default by the Seller. Should default under this Agreement occur due to the failure of the Seller to comply with or tender compliance with the obligations of the Seller under this Agreement on the Closing Date, then all monies held by the Escrow Agent shall be forfeited to the Purchaser as liquidated and agreed upon damages and the parties to this Agreement shall be released and relieved from all obligations under this Agreement.
Default by the Seller. In the event the close of escrow and the consummation of the transaction herein contemplated do not occur by reason of any default by the Seller, City shall be entitled to all its out-of-pocket expenses incurred in connection with the transaction, including any deposit, and shall have the right to pursue any other remedy available to it at law or equity, including the specific performance of this Agreement.
Default by the Seller. (a) If the Seller has committed a Financial Default or a default under clause 23.1 (a) and such default is not excused under this Agreement, any affected Buyer may give a notice to the Seller specifying reasonable details of the default (Buyer’s Default Notice) and thereafter those Parties may confer to discuss the cause, effect of and prospects for curing the default.
(b) The Buyer may by written notice (Buyer’s Termination Notice) terminate this Agreement effective at any time following the tenth (10th) Business Day for a Financial Default or the thirtieth (30th) Business Day for a default under clause 23.1 (a) from the relevant Seller’s receipt of the Buyer’s Termination Notice as may be stated in the Buyer’s Termination Notice; provided that termination will not occur if the default is cured prior to the effective date of such termination as stated in the Buyer’s Termination Notice.
