Common use of Seller Default From and After Closing Clause in Contracts

Seller Default From and After Closing. If Seller is in breach or default of any of its obligations or agreements hereunder that survive the Closing when performance is required, including, without limitation, any obligations or agreements under the documents delivered at Closing by Seller pursuant to Section 9.b.i. of this Agreement, or if any of the representations set forth in Section 6.a. of this Agreement should be false in any material respect and Buyer shall first become actually aware of same after the Closing Date, then Buyer shall give Seller written notice of such breach or default of such obligation, agreement or representation hereunder prior to the expiration of the applicable survival period of such breach or default and Seller shall have thirty (30) days from the date of receipt of such notice to cure such breach or default. If Seller fails to cure such breach or default within such thirty (30) day period, then Seller shall be liable for the actual direct damages suffered by Buyer due to such uncured breach or default from the first dollar of loss. Notwithstanding anything to the contrary contained herein, (i) Seller's inability to satisfy a condition of this Agreement shall not be considered a default by Seller hereunder unless such inability results from the breach of any of Seller's representations set forth in Section 6 or the breach of Seller's express covenants and obligations hereunder, and (ii) if Buyer has knowledge of a default by Seller on the Closing Date and Buyer elects to close the transaction contemplated herein, Buyer shall be deemed to have irrevocably waived such default and Seller shall not have any liability with respect to such default. The obligations of Seller under this Section 11.b. shall survive any termination of this Agreement. In addition to the above, Buyer shall have the right to bring an action for indemnification pursuant to Section 6. d. or as otherwise permitted under this Agreement.

Seller Default From and After Closing. If Subject to the limitations set forth in Section 6.4 of this Agreement, if Seller is in breach or default of any of its obligations or agreements hereunder that survive the Closing when performance is required, including, without limitation, any obligations or agreements under the documents delivered at Closing by Seller pursuant to Section 9.b.i. 9.2.1 of this Agreement, or if any of the representations set forth in Section 6.a. of this Agreement Express Representations should be false in any material respect and Buyer Purchaser shall first become actually aware of same after the Closing Date, then Buyer Purchaser shall give Seller written notice of such breach or default of such obligation, agreement or representation hereunder prior to the expiration of the applicable survival period of such breach or default and Seller shall have thirty (30) days from the date of receipt of such notice to cure such breach or default. If Seller fails to cure such breach or default within such thirty (30) day period, and the reasonably estimated losses or damages sustained as a result of Seller’s failure or inability to perform any of its obligations, agreements or Express Representations hereunder exceed Twenty Thousand and 00/100 Dollars ($20,000.00), then Seller shall be liable for the actual direct damages suffered by Buyer Purchaser due to such uncured breach or default from the first dollar of loss. Notwithstanding anything to the contrary contained herein, (i) in no event shall Seller be liable to Purchaser for damages in an aggregate amount in excess of Four Hundred Eighteen Thousand One Hundred and 00/100 Dollars ($418,100.00), (ii) Seller's ’s inability to satisfy a condition of this Agreement shall not be considered a default by Seller hereunder unless such inability results from the breach of any of Seller's ’s representations set forth in Section 6 6.1 or the breach of Seller's ’s express covenants and obligations hereunder, and (iiiii) if Buyer Purchaser has knowledge of a default by Seller on the Closing Date and Buyer Purchaser elects to close the transaction contemplated herein, Buyer Purchaser shall be deemed to have irrevocably waived such default and Seller shall not have any liability with respect to such default. The obligations of Seller under this Section 11.b. shall survive any termination of this Agreement. In addition to the above, Buyer shall have the right to bring an action for indemnification pursuant to Section 6. d. or as otherwise permitted under this Agreement.

Seller Default From and After Closing. 11.2.1 If Seller is in breach or default of any of its obligations or agreements hereunder that survive the Closing when performance is required, including, without limitation, any obligations or agreements under the documents delivered at Closing by Seller pursuant to Section 9.b.i. of this Agreement, required or if any of the representations set forth in Section 6.a. of this Agreement Express Representations should be false in any material respect and Buyer Purchaser shall first become actually aware of same after the Closing Date, then Buyer Purchaser shall give Seller written notice of such breach or default of such obligation, agreement or representation hereunder prior to the expiration of the applicable survival period of such breach or default and Seller shall have thirty (30) days from the date of receipt of such notice to cure such breach or default. If Seller fails to cure such breach or default within such thirty (30) day period, and the reasonably estimated losses or damages sustained as a result of Seller’s failure or inability to perform any of its obligations, agreements or Express Representations hereunder exceed One Hundred Thousand and 00/100 Dollars ($100,000.00) (the “Floor”), then Seller shall be liable for the actual direct damages suffered by Buyer Purchaser due to such uncured breach or default from the first dollar of loss. Notwithstanding anything to the contrary contained herein, (i) in no event shall Seller be Table of Contents liable to Purchaser for damages under this Section in an aggregate amount in excess of One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) (the “Liability Cap”), except as otherwise set forth in Section 11.2.2 below, (ii) Seller's ’s inability to satisfy a condition of this Agreement shall not be considered a default by Seller hereunder unless such inability results from the breach of any of Seller's ’s representations set forth in Section 6 6.1 or the breach of Seller's ’s express covenants and obligations hereunder, and (iiiii) if Buyer Purchaser has knowledge of a default by Seller on the Closing Date and Buyer Purchaser elects to close the transaction contemplated herein, Buyer Purchaser shall be deemed to have irrevocably waived such default and Seller shall not have any liability with respect to such default. The obligations of Seller under this Section 11.b. shall survive any termination of this Agreement. In addition to the above, Buyer shall have the right to bring an action for indemnification pursuant to Section 6. d. or as otherwise permitted under this Agreement.

Seller Default From and After Closing. If Subject to the limitations set forth in Section 6.4 of this Agreement, if Seller is in breach or default of any of its obligations or agreements hereunder that survive the Closing when performance is required, including, without limitation, any obligations or agreements under the documents delivered at Closing by Seller pursuant to Section 9.b.i. 9.2.1 of this Agreement, or if any of the representations set forth in Section 6.a. of this Agreement Express Representations should be false in any material respect and Buyer Purchaser shall first become actually aware of same after the Closing Date, then Buyer Purchaser shall give Seller written notice of such breach or default of such obligation, agreement or representation hereunder prior to the expiration of the applicable survival period of such breach or default and Seller shall shall, to the extent the same is curable, have thirty fifteen (3015) days from the date of receipt of such notice to cure such breach or default. If Seller fails to cure such breach or default within such thirty fifteen (3015) day period, and the reasonably estimated losses or damages sustained as a result of Seller’s failure or inability to perform any of its obligations, agreements or Express Representations hereunder exceed Twenty Five Thousand and 00/100 Dollars ($25,000.00) (the “Floor”), then Seller shall be liable for the actual direct damages suffered by Buyer Purchaser due to such uncured breach or default from the first dollar of loss. Notwithstanding anything to the contrary contained herein, (i) in no event shall Seller be liable to Purchaser for damages in an aggregate amount in excess of Seven Hundred Sixty Thousand and 00/100 Dollars ($760,000.00), (ii) Seller's ’s inability to satisfy a condition of this Agreement shall not be considered a default by Seller hereunder unless such inability results from the breach of any of Seller's ’s representations set forth in Section 6 6.1 or the breach of Seller's ’s express covenants and obligations hereunder, and (iiiii) if Buyer Purchaser has knowledge of a default by Seller on the Closing Date and Buyer Purchaser elects to close the transaction contemplated herein, Buyer Purchaser shall be deemed to have irrevocably waived such default and Seller shall not have any liability with respect to such default. The obligations of Seller under this Section 11.b. shall survive any termination of this Agreement. In addition to the above, Buyer shall have the right to bring an action for indemnification pursuant to Section 6. d. or as otherwise permitted under this Agreement.