Delivery to Seller. If Buyer fails to consummate the purchase and sale contemplated by this Agreement under circumstances that would constitute a material breach by Buyer of this Agreement and Seller is not then in breach of its representations, warranties or covenants hereunder in any material respect, then, the Escrow Deposit, including accrued interest, will be delivered to Seller, it being understood and agreed that payment to Seller of the full amount of the Escrow Deposit will constitute full payment for any and all damages suffered by Seller by reason of LBI Media’s or Buyer’s failure to consummate the purchase and sale contemplated by this Agreement. THE PARTIES HERETO ACKNOWLEDGE AND AGREE IN ADVANCE BY INITIALING THIS AGREEMENT IN THE SPACES PROVIDED [LBI MEDIA’S INITIALS , BUYER’S INITIALS AND , AND SELLER’S INITIALS , AND ] THAT THE ACTUAL DAMAGES THAT SELLER WOULD SUFFER AS A RESULT OF BUYER’S FAILURE TO CONSUMMATE THE PURCHASE AND SALE OF THE PURCHASED ASSETS WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO CALCULATE; THAT THE PAYMENT OF THE FULL AMOUNT OF THE ESCROW DEPOSIT TO SELLER IS A FAIR AND EQUITABLE AMOUNT TO REIMBURSE SELLER FOR ANY DAMAGES WHICH THE PARTIES HERETO ESTIMATE MAY BE SUSTAINED BY SELLER DUE TO BUYER’S FAILURE TO CONSUMMATE THE PURCHASE AND SALE OF THE PURCHASED ASSETS UNDER THE CIRCUMSTANCES STATED IN THIS SECTION 3.3.1; AND THAT THIS SECTION 3.3.1 SHALL CONSTITUTE A LIQUIDATED DAMAGES PROVISION, WHICH DAMAGES WILL BE SELLER’S SOLE REMEDY HEREUNDER IN THE EVENT OF LBI MEDIA’S OR BUYER’S FAILURE TO CONSUMMATE THE PURCHASE AND SALE OF THE PURCHASED ASSETS UNDER THE CIRCUMSTANCES STATED IN THIS SECTION 3.3.1.
Delivery to Seller. Assignor shall promptly deliver to Seller a copy of this Assignment, fully executed by Assignor and Assignee, after the mutual execution hereof by the parties.
Delivery to Seller. In the event that the FM Only Closing has occurred, if Buyer fails to consummate the purchase and sale contemplated by this Agreement on the KEYH Closing Date under circumstances that would constitute a material breach of this Agreement and Seller is not then in breach of its representations, warranties or covenants hereunder in any material respect (it being understood and agreed by the Parties hereto that for purposes of this Section 3.3.2, that for purposes of determining such breach of Seller’s representations, warranties and covenants, all knowledge qualifications in the representations and warranties of Seller contained in this Agreement or in any certificates delivered pursuant hereto that are in parenthetical (including without limitation such knowledge qualifications in Sections 4.3.1, 4.3.2, 4.3.3, 4.3.4, 4.3.5, 4.4, 4.5, 4.7, 4.9, 4.10, 4.11, 4.13, 4.14, 4.15, 4.17, 4.18 and 9.1.10) shall be disregarded and no such representation or warranty shall be qualified in any respect by such knowledge qualifications in parenthetical and it being further understood that conditions giving rise to the need to bring about the AM Repair Closing Satisfaction Event and the replacement of the KEYH phasor shall be disregarded for purposes of determining such breach of Seller’s representations, warranties and covenants so long as the AM Repair Closing Satisfaction Event itself has occurred and is continuing as of the KEYH Closing Date), then the Escrow Deposit will be delivered to Seller, it being understood and agreed that payment to Seller of the Escrow Deposit will constitute full payment for any and all damages suffered by Seller by reason of LBI Holdings’ or Buyer’s failure to consummate the purchase and sale contemplated by this Agreement. THE PARTIES ACKNOWLEDGE AND AGREE IN ADVANCE BY INITIALING THIS AGREEMENT IN THE SPACES PROVIDED [LBI HOLDINGS’ INITIALS , BUYER’S INITIALS AND , AND SELLER’S INITIALS , AND ], THAT THE ACTUAL DAMAGES THAT SELLER WOULD SUFFER AS A RESULT OF BUYER’S FAILURE TO CONSUMMATE THE PURCHASE AND SALE OF THE PURCHASED ASSETS WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO CALCULATE; THAT THE FULL AMOUNT OF THE ESCROW DEPOSIT IS A FAIR AND EQUITABLE AMOUNT TO REIMBURSE SELLER FOR ANY DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUSTAINED BY SELLER DUE TO BUYER’S FAILURE TO CONSUMMATE THE PURCHASE AND SALE OF THE ASSETS DESCRIBED IN THIS AGREEMENT UNDER THE CIRCUMSTANCES STATED IN THIS SECTION 3.3; AND THAT THIS SECTION 3.3 SHALL CONSTITUT...
Delivery to Seller. At the Closing, Buyer will deliver to Seller (i) instruments of assumption of the Assumed Liabilities; and (ii) all other previously undelivered documents required to be delivered by Buyer to Seller at or prior to the Closing in connection with the Closing, including those contemplated by Article VIII.
Delivery to Seller. By the first Business Day after the earlier of the date that Parent files, or is required to file, with the SEC its Annual Report on Form 10-K for the twelve months ending December 31, 2009, Parent will cause to be delivered to Seller the audited consolidated income statement upon which the calculation of the Second Earn Out Payment is based and the calculation of the Second Earn Out Payment and all components thereof. Seller shall be entitled to review the audit workpapers of Parent’s auditors relating to the audit of such consolidated income statement.
Delivery to Seller. Delivering to Seller (a) Buyer's Certificate of Reaffirmation of Representations, (b) a counterpart of Seller's Closing Instructions executed by the Title 33
Delivery to Seller. Upon Default, as defined in either Note (including the expiration of any grace period which must elapse before a Default arises), under either Note, an affidavit (the "Default Affidavit") made by, or on behalf of, Seller setting forth such Default shall be delivered to the Escrow Agent. The Escrow Agent shall, promptly after actual receipt of the Default Affidavit, give notice to Purchaser of the existence of the Default Affidavit, which notice shall include a copy of the Default Affidavit. Unless the Escrow Agent in fact receives an affidavit (the "Purchaser's Disputing Affidavit") by, or on behalf of, Purchaser of a dispute with respect to the recitation in the Default Affidavit within twenty (20) days after the Escrow Agent gives notice to Purchaser of the existence of the Default Affidavit, then, promptly after the expiration of such twenty (20) day period, the Escrow Agent shall deliver to Seller the Escrow Items to be held by Seller in accordance with the provisions of section 4. The monetary obligations which arise out of or relate to the Default which is the basis of the Default Affidavit, including, without limitation, any acceleration of principal and interest, any increase in the continuing interest rate, any right to recover costs or expenses or any penalties accruing under the Note, are hereinafter referred to as the "Obligations."
Delivery to Seller. In the event Buyer shall terminate this Agreement based upon the results of its Studies or for any reason (other than a default by Seller) fails to purchase the Property, then upon said termination or upon said failure to purchase, Buyer shall immediately cause to be destroyed or delivered to Seller copies of all documents, reports, written materials and Studies which are in the possession of Buyer (or any agents or other parties which Buyer controls) and which relate in any way to the Property or to its quality, condition, use, development or developability (collectively, the “Returned Materials”). Said Returned Materials shall be destroyed or delivered to Seller without cost and expense to Seller and as additional consideration to Seller for entering into this Agreement. The provisions of this Section 4.3 shall survive the termination of this Agreement.
Delivery to Seller. Immediately upon the recording of the Xxxxx Xxxx deliver to Seller the balance of the Purchase Price, after satisfying closing costs, prorations and adjustments to be paid by Seller pursuant to this Agreement.
