Default by the Sellers. If the Purchaser does not default hereunder ------------------------ and the Sellers default hereunder, the Purchaser may assert any remedy, including specific performance, which the Purchaser may have by reason of any such default. From and after the Closing, subject to the terms and provisions hereof, in the event of a breach by any party of the terms of this Agreement or any obligation of a party which survives the Closing hereunder, the non-defaulting party may assert any remedy, either at law or in equity to which such non-defaulting party may be entitled.
Default by the Sellers. If the Sellers shall have made any representation or warranty herein which shall be untrue in any material respect when made or updated as herein provided, or if the Sellers shall fail to perform any of the material covenants and agreements contained herein or the Agreement to Lease to be performed by them and such failure continues for a period of ten (10) days (or such additional period, not to extend beyond the first anniversary of the date hereof, as may be reasonably required to effectuate a cure of the same) after notice thereof from the Purchaser, the Purchaser may terminate this Agreement with respect to the affected Property or Properties and/or the Purchaser may pursue any and all remedies available to 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 Sellers be liable for consequential damages and (y) in no event shall the aggregate liability of the Sellers hereunder exceed an amount equal to the sum of (i) ten percent of the Allocable Purchase Price of the affected Property or Properties, (ii) actual costs and expenses incurred by the Purchaser with respect to the affected Property or Properties, (iii) costs of collection (including, without limitation, reasonable attorneys' fees) and (iv) interest at 10% per annum on all such amounts from the date of demand until paid. It is understood and agreed that for purposes of this Section 10.1, if a default results from a false representation or warranty, such default shall be deemed cured if the events, conditions, acts or omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was false as of the date actually made.
Default by the Sellers. If JRT and JRC do not default hereunder and ------------------------ the Sellers default hereunder, JRT and JRC may elect to terminate this Agreement as well as any other agreement executed by JRT and JRC in connection with the transactions contemplated by this Agreement, including but not limited to any independent nondisclosure agreement or any other independent agreements, whereupon no party shall be liable to the others hereunder, or JRT and JRC may assert any remedy, including specific performance, which JRT and JRC may have by reason of any such default of the Sellers. From and after the Closing, subject to the terms and provisions hereof, in the event of a breach by any party of the terms of this Agreement or any obligation of a party which survives the Closing hereunder, the non-defaulting party may assert any remedy, either at law or in equity, to which such non-defaulting party may be entitled.
Default by the Sellers. If the Sellers or any Affiliated Person as to either of them shall have made any representation or warranty herein or in any of the other Lease Documents or the Loan Documents which shall be untrue or misleading in any material respect, or if the Sellers shall fail to perform any of the material covenants and agreements contained herein to be performed by the Sellers and such failure continues for a period of ten (10) days after notice thereof from the Purchaser or if the Sellers or any Affiliated Person as to either of them shall fail to perform any of the material covenants and agreements contained in any of the Lease Documents or the Loan Documents to be performed by any of them and such failure continues beyond the expiration of any applicable cure period, the Purchaser may terminate this Agreement in whole but not in part and/or the Purchaser may pursue any and all remedies available to it at law or in equity, including, but not limited to, a suit for specific performance or other equitable relief. -20- 11.
Default by the Sellers. If the transaction herein contemplated fails to close as a result of the default of any Seller hereunder, or any Seller having made any representation or warranty herein which shall be untrue or misleading in any material respect, or any Seller having failed to perform any of the material covenants and agreements contained herein to be performed by such Seller, the Purchaser may, as its sole remedy, either (x) terminate this Agreement or (y) pursue a suit for specific performance.
Default by the Sellers. If EGPI does not default hereunder and the Sellers default hereunder, EGPI may elect to terminate this Agreement as well as any other agreement executed by EGPI in connection with the transactions contemplated by this Agreement, including but not limited to any independent nondisclosure agreement or any other independent agreements, whereupon no party shall be liable to the others hereunder, or EGPI may assert any remedy, including specific performance, which EGPI may have by reason of any such default of the Company or the Sellers. From and after the Closing Date, subject to the terms and provisions hereof, in the event of a breach by any party of the terms of this Agreement or any obligation of a party which survives the Closing Date, the non-defaulting party may assert any remedy, either at law or in equity, to which such non-defaulting party may be entitled.
Default by the Sellers. If either Seller shall fail, refuse or be incapable of delivering any of the Corporation's Stock to be sold hereunder, such failure, refusal or incapacity shall not relieve either Seller of any obligation under this Agreement. In such event, the Buyer, at its option, may either purchase the remaining stock which it is entitled to purchase hereunder, or refuse to make such purchase and terminate all of its obligations under this Agreement.
Default by the Sellers. If any Selling Shareholder shall fail to sell the number of Securities that such Selling Shareholder is obligated to sell hereunder, you may, at your option, by notice to the Company, either (i) require the Company to issue and sell in the offering of Securities contemplated hereby a number of shares of Common Stock equal to the number of Securities as to which such Selling Shareholder has defaulted or such lesser number of shares of Common Stock as you may request (whereupon such shares of Common Stock shall be treated as Securities for all purposes hereof), or (ii) terminate this Agreement without liability on your part or on the part of the Underwriters. If the Company shall fail to issue and sell the number of Securities that it is obligated to issue and sell hereunder, you may, at your option, by notice to the Company terminate this Agreement without any liability on your part or on the part of the Underwriters. In any such case under this Section 11 which does not result in the termination of this Agreement, either you or the non-defaulting Sellers shall have the right to postpone the applicable Delivery Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected.
Default by the Sellers. If the Sellers shall fail at the First Closing Date to sell and deliver the number of Shares which each is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Sellers from liability, if any, in respect of such default.
Default by the Sellers. If JRT does not default hereunder and the ----------------------- Sellers default hereunder, JRT may elect to terminate this Agreement as well as any other agreement executed by JRT in connection with the transactions contemplated by this Agreement, including but not limited to any independent nondisclosure agreement or any other independent agreements, whereupon no party shall be liable to the others hereunder, or JRT may assert any remedy, including specific performance, which JRT may have by reason of any such default of the Sellers. From and after the Closing, subject to the terms and provisions hereof, in the event of a breach by any party of the terms of this Agreement or any obligation of a party which survives the Closing hereunder, the non-defaulting party may assert any remedy, either at law or in equity, to which such non-defaulting party may be entitled.
