Default by Seller Prior to Closing Sample Clauses

Default by Seller Prior to Closing. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY DEFAULT OF SELLER, PURCHASER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH PURCHASER MAY SUFFER. THEREFORE, PURCHASER AND SELLER DO HEREBY AGREE THAT, IN THE EVENT OF SUCH DEFAULT, IN ADDITION TO ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 12.2 HEREOF, PURCHASER MAY, AS ITS SOLE RECOURSE AND REMEDY (AT LAW OR IN EQUITY), EITHER: (a) PURSUE AN ACTION AGAINST SELLER FOR SPECIFIC PERFORMANCE, PROVIDED THAT SUCH ACTION IS INITIATED WITHIN NINETY (90) DAYS FOLLOWING THE CLOSING DATE SET FORTH HEREIN; OR (b) TERMINATE THIS AGREEMENT, RECEIVE THE RETURN OF THE XXXXXXX MONEY DEPOSIT. ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES IN CONNECTION WITH SELLER’S FAILURE TO CLOSE AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN (OTHER THAN AS SPECIFIED IN (a) AND (b) HEREOF) ARE EXPRESSLY WAIVED BY PURCHASER. THE REFUND OF THE XXXXXXX MONEY DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PURCHASER. UPON DEFAULT BY SELLER, IF THIS AGREEMENT IS TERMINATED BY PURCHASER, NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE OTHER, EXCEPT ANY INDEMNIFICATION OBLIGATIONS, THE RIGHTS OF SELLER AND PURCHASER THAT SHALL SURVIVE AS PROVIDED HEREIN, AND FOR THE RIGHT OF PURCHASER TO COLLECT SUCH LIQUIDATED DAMAGES FROM SELLER. SELLER’S INITIALS PURCHASER’S INITIALS Notwithstanding the foregoing or any other provision of this Agreement, in the event that any Seller default described in this Section 9.2 above or a failure of a condition of Closing can be cured or compensated for by the payment of money or otherwise, Purchaser shall not have the right to terminate this Agreement by reason thereof in the event that Seller cure the same or elect to grant to Purchaser at the Closing a credit against the Purchase Price in an amount agreed upon by Seller and Purchaser, each acting reasonably, as necessary to fully cure or compensate Purchaser for such default, and the Closing Date will be extended at Seller’s sole option for a - 22 - reasonable period of time for Seller to effectuate such cure.
Sample 1
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Default by Seller Prior to Closing. In the event Seller breaches any warranty or representation contained in this Contract or fails to comply with or perform any of the covenants, conditions, agreements or obligations to be performed by such Party under the terms and provisions of this Contract prior to Closing, and such default continues after written notice to such Party of the default and an opportunity to cure such default within ten (10) days after receipt of written notice thereof, then Buyer may terminate this Contract and receive a refund of the Deposit and reimbursement for Buyer’s expenses for inspection, survey, or permitting, not to exceed Fifty Thousand Dollars ($50,000.00) whereupon the Parties shall be released from all further obligations may hereunder except Buyer’s Indemnity Obligations and as otherwise provided for herein or Buyer may xxx for specific performance.
Sample 1
Default by Seller Prior to Closing. If the sale of the Property is not consummated because of a breach or default under this Agreement by Seller, Buyer may, as Buyer's sole and exclusive remedy exercise one, and only one, of the following: (i) terminate this Agreement by delivery of notice of termination to Seller, whereupon the Deposit shall be returned to Buyer and Seller shall reimburse Buyer for out-of-pocket expenses incurred in connection with the transaction contemplated hereunder provided Buyer submits to Seller evidence satisfactory to Seller that Buyer has incurred and paid for such expenses, which expenses shall include costs reasonably incurred by Buyer in attempting to assume the Existing Loan, including but not limited to processing fees, lender's legal fees, Buyer's legal fees, and third party report fees, and all parties hereto shall be relieved of all further obligations hereunder (other than obligations which by their terms survive such a termination); or (ii) close and waive the default; or (iii) no later than 30 days after the date of the scheduled Closing, commence an action for specific performance; provided however that if after Buyer's Due Diligence Approval as set forth in Section 4(h), Seller is in breach and the Closing does not occur on or before November 10, 2006, if such breach by Seller is an intentional and willful failure to close escrow hereunder, then Seller shall be liable to Buyer for any tax liability incurred by Buyer due to Buyer's failure to complete its Section 1031 exchange hereunder.
Sample 1
Default by Seller Prior to Closing. Purchaser may terminate this Agreement by notice to Seller at any time prior to the Closing Date in the event of (a) a material default by Seller under this Agreement (which remains uncured for ten (10) calendar days after Purchaser’s notice to Seller thereof), unless such default cannot be cured by the payment of money and cannot with due diligence be wholly cured within such ten (10) day period, in which case Seller shall have such longer period as shall be necessary to cure such default, so long as Seller proceeds promptly to cure such default within such ten (10) day period, prosecutes such cure to completion with due diligence within twenty (20) days and advises Purchaser of the actions which Seller is taking and the progress being made) or (b) subject to the provisions of Section 5.2, a material breach of any representation or warranty by Seller expressly set forth in this Agreement.
Sample 1
Default by Seller Prior to Closing. 9.2.1 If (a) the condition to Closing set forth in Section 8.2.1 is not satisfied as of the Closing Date, (b) after all of the conditions to Seller’s obligations to proceed with the Closing have been satisfied or, in lieu thereof, waived by Seller, Seller fails to deposit the documents and instruments specifically listed in Section 5.2 hereof with Escrow Agent on the Closing Date, or (c) the condition to Closing set forth in Section 8.2.3 is not satisfied as of the Closing Date, (any of the foregoing circumstances being referred to herein as a “Seller Default”), then Purchaser’s sole remedy shall be: (i) solely in the case of a Seller Default referred to in Clause (b) of this Section 9.2.1, to pursue an action against Seller for specific performance, provided that such action must be initiated within ninety (90) days following the date on which the Closing should have occurred in accordance with this Agreement; or (ii) in the case of Clause (a), (b) or (c) of this Section 9.2.1, to terminate this Agreement as and when permitted pursuant to Section 9.2.3, and thereupon to receive the Xxxxxxx Money Deposit and reimbursement from Sellers when and to the extent provided below in Section 9.2.3. All other claims to damages or other remedies in connection with a Seller Default are expressly waived by Purchaser. The refund of the Xxxxxxx Money Deposit and the payment of the expenses as set forth in Section 9.2.3 is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to Purchaser.
Sample 1

Related to Default by Seller Prior to Closing

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Covenants of Seller Prior to Closing (a) From the Effective Date until the Closing or earlier termination of this Agreement, Seller or Seller’s agents shall:

  • Covenants of Buyer Prior to Closing Date If the Closing does not occur on the date of this Agreement, between the date of this Agreement and the Closing Date Buyer will use its Best Efforts to cause the conditions in Sections 6 and 7 to be satisfied.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Buyer’s Closing Documents On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, “Buyer’s Closing Documents”):

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