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 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. 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 Xxxxx Xxxxxxxthe events, Xxxxx Xxxxxxx conditions, acts or Xxxxxxx Xxxxxx 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 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 Xxxxx Xxxxxxxthe events, Xxxxx Xxxxxxx conditions, acts or Xxxxxxx Xxxxxx 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 Xxxxx Xxxxxxxthe events, Xxxxx Xxxxxxx conditions, acts or Xxxxxxx Xxxxxx 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 Xxxxx Xxxxxxxthe events, Xxxxx Xxxxxxx conditions, acts or Xxxxxxx Xxxxxx 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 Xxxxx Xxxxxxxthe events, Xxxxx Xxxxxxx conditions, acts or Xxxxxxx Xxxxxx 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 be in default fails to perform any of its obligations under this Agreement and if the Purchaser is not in default of its obligations hereunder, the following events: (i) If Purchaser shall notify the Seller in writing of the nature of and occurrence of the event of default and the Seller shall fail have five (5) business days 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 cure such 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 equitydefault; provided, however, that with respect if the default is a failure to subsection (iii) aboveclose on the Closing Date, then no cure rights shall exist and this Agreement shall terminate. If the Seller fails or refuses to cure such event of default, the Purchaser, at the Purchaser’s sole option, may either: (1a) terminate this Agreement by delivering written notice to the Seller (and receive reimbursement of all of its reasonable pursuit costs), (b) seek the remedy of specific performance, or (c) waive said default and proceed to Closing without reduction or abatement of the Purchase Price and accept the Property subject to any such waived default. Notwithstanding the foregoing, if specific performance is not available and such event of default is due to fraud, willful misconduct or bad faith of the Seller, the Purchaser shall not be entitled to seek damages from either Seller if a representation all rights and remedies available at law or warranty was true in all material respects on equity, including without limitation, 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 right to recover any all damages which the Purchaser may suffer as a result of such breach (including, without limitation, reimbursement for Purchaser’s actual out-of-pocket costs and expenses incurred in connection 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 by this Agreement). Except as set forth in Section 5(D) hereof, nothing contained in this AgreementAgreement shall limit or otherwise affect any of the Purchaser’s rights or remedies against the Seller arising under any express indemnification of the Purchaser by the Seller set forth in this Agreement or arising from any breach or default by the Seller after the Closing of any obligations in this Agreement which are expressly provided to survive the Closing.

Default by the Seller. a) If the Seller shall be in default fails to perform any of its obligations under this Agreement and if the Purchaser is not in default of its obligations hereunder, the following events: (i) If Purchaser shall notify the Seller in writing of the nature of and occurrence of the event of default and the Seller shall fail have five (5) business days 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 cure such 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 equitydefault; provided, however, that with respect if the default is a failure to subsection (iii) aboveclose on the Closing Date, then no cure rights shall exist and this Agreement shall terminate. If the Seller fails or refuses to cure such event of default, the Purchaser, at the Purchaser’s sole option, may either: (1a) terminate this Agreement by delivering written notice to the Seller (and receive reimbursement of all of its reasonable pursuit costs), (b) seek the remedy of specific performance, or (c) waive said default and proceed to Closing without reduction or abatement of the Purchase Price and accept the Property subject to any such waived default. Notwithstanding the foregoing, if specific performance is not available and such event of default is due to fraud, willful misconduct or bad faith of the Seller, the Purchaser shall not be entitled to seek all rights and remedies available at law or in equity, including without limitation, the right to recover all damages from either Seller if which the Purchaser may suffer as a representation or warranty was true result of such breach (including, without limitation, reimbursement for Purchaser’s actual out-of-pocket costs and expenses incurred in all material respects on connection with the date of transaction contemplated by this Agreement). Except as set forth in Section 5(D) hereof, but subsequently becomes untrue following the execution of nothing contained in this Agreement and prior to shall limit or otherwise affect any of the Purchaser’s rights or remedies against the Seller arising under any express indemnification of the Purchaser by the Seller set forth in this Agreement or arising from any breach or default by the Seller after 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 obligations in this Agreement which are expressly provided 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 survive the Closing, but nevertheless chose . B. Default by the Purchaser. If Purchaser defaults in its obligation to close the transaction contemplated by this Agreement (all conditions benefitting Purchaser having been satisfied or waived in writing), then the Seller shall notify the Purchaser in writing of the occurrence Page 21 of the event of default and the Purchaser shall have five (5) days to cure such event of default. If the Purchaser fails or refuses to timely cure such event of default, the Seller shall have the right to terminate this Agreement, which shall be the Seller’s sole and exclusive remedy and the parties shall have no further rights or obligations under this Agreement. If the Closing occurs, nothing contained in this AgreementAgreement shall limit or otherwise affect any of the Seller’s rights or remedies against the Purchaser arising under any express indemnification of the Seller by the Purchaser set forth in this Agreement or arising from any breach or default by the Purchaser after the Closing of any obligations in this Agreement which are expressly provided to survive Closing.

Default by the Seller. a) Seller shall be In the event that all of the conditions precedent set forth in default under this Agreement in have been satisfied or waived by the following events: (i) If Seller shall fail Buyer on or prior to perform the Closing Date, and comply the Buyer is ready, willing and able to proceed with the agreements Closing, but the Seller is unable, unwilling or refuses to consummate the Closing in accordance with the terms 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 of this Agreement, Grove or in the event that the Seller is otherwise in breach of this Agreement, then the Buyer may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any other documents, agreements or instruments from the Seller, or for the injunction against a violation of any of the terms hereof or thereof, or in and of the exercise of any power granted hereby or thereby or by law. The Seller recognizes that in such event, any remedy at law may prove to be inadequate relief to the Buyer and therefore the Buyer may obtain any such equitable relief, including, without limitation, temporary and permanent injunctive relief in any such case without the necessity of posting a bond or proving actual damages. No course of dealing and no delay on the part of the Buyer in exercising any right shall operate as a waiver thereof or otherwise prejudice the Buyer's rights. No right conferred hereby or by any other document, agreement or instrument from the Seller upon the Buyer shall be exclusive of any other right referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the generality of the foregoing, the Buyer shall be entitled to: (i) terminate to all damages and remedies available to Buyer under all applicable laws as a result of such default, including, without limitation, the return of the deposit together with the interest thereon, together with reasonable attorneys' fees and expenses incurred by the Buyer to enforce 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 monetary damages shall not be entitled to seek damages from either Seller if a representation or warranty was true limited in all material respects on the date of this Agreement, but subsequently becomes untrue following the execution of this Agreement and prior aggregate 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 Purchase Price as set forth in this AgreementSection 3.1 hereof.

Default by the Seller. (a) Seller 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 under this Agreement in by the following eventsSeller: (i1) If breach by the Seller shall fail to perform and comply of its agreements with any Obligor for a Commercial Receivable; (2) breach by the agreements and conditions which are required to be performed Seller of any obligation, covenant, representation or complied with by warranty of the Seller pursuant to 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 (ii3) If the insolvency or business failure of the Seller or Seller's warranties 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 representations contained 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 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 3 to secure amounts due and owing from 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 equitySeller; 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 it is specifically agreed in all material respects on events, that upon such foreclosure, ACC must first proceed against the date of this AgreementReserve Account balance, but subsequently becomes untrue following the execution of this Agreement 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 Closing through no action 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 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 Damages with respect to a representation 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 warranty 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 hereafter exist at law or in equity for the enforcement of the covenants herein and the foreclosure of the security interest created hereby and the resort to any remedy provided hereunder or provided by the Uniform Commercial Code of Texas and/or State of Seller or by any other law of the State of the Seller, shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies. (d) ACC may remedy any default, without waiving same, or may waive any default without waiving any prior or subsequent default. (e) The security interest herein granted shall not be affected by nor affect any other security taken for the indebtedness hereby secured, or any part thereof; and any extensions may be made of ACC's rights and this security interest and any releases may be executed or herein conveyed without affecting the priority of this security interest or the validity thereof with reference to any third person, and the holder of said rights shall not be limited by any election of remedies if either Xxxxx Xxxxxxx, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxx knew that such representation or warranty was untrue prior he chooses to foreclose this security interest by suit. (f) Any requirement of reasonable notice to the ClosingSeller of the time and place of any sale of the collateral, but nevertheless chose or any other intended disposition thereof to close be made, shall be met if such notice is mailed, postage prepaid, to the transaction contemplated Seller at the last known business address of the Seller, as required by law. (g) The Seller hereby expressly acknowledges that, except with respect to a breach of a representation and warranty with respect to a purchased Commercial Receivable which causes such purchased Commercial Receivable to be a Rejected Receivable, the Seller's breach of any of the other covenants, obligations, representations or warranties contained in this Agreementany Seller Agreement or any Contract would cause irreparable injury and damage to ACC in a manner that could not be adequately compensated by monetary damages alone. The parties specifically agree that the breach or threatened breach by the Seller of any Seller Agreement or any Contract could cause ACC to suffer irreparable injury if injunctive relief is not granted and, therefore, ACC shall have the right, at its election and in addition to any and all other remedies available to it, upon any such breach or threatened breach, to seek immediate injunctive relief from a court of competent jurisdiction, requesting such orders and restraining the Seller from all actions which such court deems necessary to adequately protect ACC from further damage or injury. In any instance of a breach or threatened breach for which injunctive relief is deemed necessary by ACC, the Seller hereby waives demand or notice of default and waives the requirements, if any, for posting bond in connection with the granting of injunctive relief. Notwithstanding the foregoing, the remedy of ACC with respect to breach of a representation and warranty by the Seller contained in Section 8 which results in a purchased Commercial Receivable becoming a Rejected Receivable shall be limited to the right to the immediate receipt of the Damages with respect thereto and action, including equitable action and injunctive relief determined necessary by ACC to secure and obtain payment of such Damages.

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 effectuate a cure of the same) after notice thereof from the Purchaser or complied Tenant, either the Purchaser or the Tenant 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 each of Purchaser and Tenant may respectively elect that either Seller shall be in default under this Agreementreimburse to Purchaser or Tenant, Grove shall be entitled to: (i) terminate this Agreementas the case may be, in which event the Deposit shall be handled in Purchaser's or the manner contemplated in Section 2 (a) hereof; (ii) seek specific performanceTenant's respective direct, and reduce the Purchase Price by the cost out of legal pocket expenses incurred in obtaining respect of such specific performance; affected Property (and an allocable share of expenses attributable generally to the transactions contemplated by this Agreement and not attributable specifically to any Property), not to exceed $30,000 per Property per party, or the Purchaser and/or (iii) Tenant may instead elect to pursue any other remedy and all remedies available to Purchaser in them 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 and Tenant hereby agree that with respect they will not commence or prosecute any action for) consequential or punitive or exemplary damages (other than Tenant's, Crestline's, Purchaser's or Guarantor's reasonable attorneys' fees and expenses pursuant to subsection Section 11.11 hereof or for any matter indemnified pursuant to Section 11.1 hereof) and (iiiy) above: in no event shall the aggregate liability of the Seller or MI under this Agreement exceed an amount equal to five percent (5%) (provided, Tenant and Crestline together shall be limited to, and shall not recover in excess of, one percent (1%) of such Allocable Purchase Price from Seller or MI) of the aggregate of the Allocable Purchase Prices for all of the Properties affected by the default plus any amounts necessary to be paid to indemnify and hold harmless Tenant, Crestline, Purchaser shall not be entitled or Guarantors pursuant to seek damages from either Section 11.1 and the reasonable attorneys' fees and expenses incurred by Purchaser and Tenant 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, if a default results from a false representation or warranty was true in all material respects on warranty, such default shall be deemed cured if the date of this Agreementevents, but subsequently becomes untrue following the execution of this Agreement and prior conditions, acts or omissions giving rise to the Closing through no action of Seller or its agents or employees; and (2) Seller shall not have any liability for damages where falsehood are cured within the aggregate damages that Purchaser and its affiliates have suffered by virtue of defaults total less than Ten Thousand Dollars ($10,000)applicable cure period even though, nor shall such damages exceed as 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 Xxxxxxxtechnical matter, Xxxxx Xxxxxxx or Xxxxxxx Xxxxxx knew that 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.