Failed Closing Sample Clauses

Failed Closing. (a) In the event that, notwithstanding that the Klepierre Waiver shall have been delivered in good time as aforesaid, by the Extended Closing Date at the latest, Purchaser shall, have failed : (i) to deposit the full amount of the Deposit into the Deposit Escrow Account; and (ii) deposit the full amount of the Estimated Purchase Price, less the Deposit, plus the full amount of the Additional NOI Payment, into the Escrow Closing Account; then and in such event the Escrow Agent shall : (i) Transfer the entire amount held in the Deposit Escrow Account, plus accrued interest, to Vendors; (ii) Transfer any funds held in the Escrow Closing Account, if any, to Purchaser; (iii) Deliver all of the Closing Documentation to the relevant party who delivered such documentation to it; and (iv) Issue a Notice of Failed Closing in agreed form to that effect. (b) In the event that, by the Extended Closing Date at the latest, Vendors shall have failed to deliver to Purchaser and to Escrow Agent a signed original copy of the Klepierre Waiver, then and in such event the Escrow Agent shall : (i) Transfer the entire amount held in the Deposit Escrow Account, plus accrued interest, to Purchaser; (ii) Transfer any funds held in the Escrow Closing Account, if any, to Purchaser; (iii) Deliver all of the Closing Documentation to the relevant party who delivered such documentation to it; and (iv) Issue a Notice of Failed Closing in agreed form to that effect. (c) The occurrence of a Failed Closing shall be without prejudice to all and any rights and remedies which may be available to any Party pursuant to the provisions of this Agreement and/or the Ancillary Agreements and/or by operation of law.