Failure of Closing to Occur. The Company shall have no liability to Subscriber for (a) the failure of the Closing to occur or (b) its failure to issue the Purchased Tokens to Subscriber.
Failure of Closing to Occur. If, for any reason, the Closing does --------------------------- not occur on or before April 6, 1998 or such later date mutually agreed to in writing, this Agreement will terminate, and except as otherwise provided in this Agreement, any and all rights or obligations hereunder shall cease and no longer be binding on the parties hereto and no party shall thereafter have any liability or obligation hereunder to any other party arising under this Agreement.
Failure of Closing to Occur. In the event that (i) WCS or SKKG shall breach any of the terms or conditions of this Agreement, (ii) WRL or WRIL shall breach any of the terms or conditions of this Agreement, or (iii) the Closing shall not have occurred on or before November 28, 2004, WRL and WRIL (in the case of (i) or (iii)) and each of WCS and SKKG (in the case of (ii) or (iii) shall have the ability to exercise any or all of the following rights, in their sole and absolute discretion:
Failure of Closing to Occur. In the event that (i) KYM or CW shall breach any of the terms or conditions of this Agreement, (ii) WRL or WRIL shall breach any of the terms or conditions of this Agreement, or (iii) the Closing shall not have occurred on or before November 28, 2004, WRL and WRIL (in the case of (i) or (iii)) and each of KYM and CW (in the case of (ii) or (iii) shall have the ability to exercise any or all of the following rights, in their sole and absolute discretion:
Failure of Closing to Occur. In the event that the closing of the acquisition of the Real Estate shall not occur, subject to extension as agreed upon between the Company (which extension shall require the approval of ROIC to any date after December 31, 2010) and Seller, then: (1) the Company shall engage in no other activities, (2) Gramor shall cause the dissolution and orderly liquidation of the Company (subject to enforcing the Company’s rights under the Purchase Agreement for the return of any deposit), and (3) each of Gramor and ROIC shall bear its own out-of-pocket costs; provided, however, that, notwithstanding the foregoing (x) if the failure to close is caused by facts or circumstances that constitute a breach or default of a Member or an Affiliate under this Agreement or the Development Agreement, then such Member shall reimburse the other Member for its costs and expenses under or in connection with this Agreement, and, without limitation on the foregoing, shall bear 100% of any forfeited deposit under the Purchase Agreement and neither such defaulting Member nor any Affiliate thereof shall pursue the acquisition of any interest in the Property for the 24-month period after the dissolution of the Company, and (y) if clause (x) does not apply and if a Member or an Affiliate acquires an interest in the Property without the other Member or an Affiliate, or assigns or sells rights to acquire an interest in the Property to a third party, on or before the date that is twelve (12) months after the dissolution of the Operating Company and the Company, then the acquiring or assigning Member shall bear 100% of all acquisition costs and all legal costs of formation and shall promptly reimburse the other Member and its Affiliates for any such costs paid or incurred by them.
Failure of Closing to Occur. (i) If the Agreement is terminated, and prior to such time of termination either (x) there shall have been a breach by Buyer of any of the representations, warranties, agreements or covenants set forth in the Agreement (including the exhibits and schedules thereto) that has not been cured within the applicable cure period, or (y) as of the Outside Date, Buyer shall have not obtained the proceeds of the Financing or shall not have obtained the Buyer Licenses (including the Gaming Approvals), then, in each case, Seller shall deliver to the Escrow Agent (with a copy to Buyer) an instruction letter (a "Direction Letter") instructing the Escrow Agent to pay to Seller, in accordance with Section 9.3(a) of the Agreement, an amount, in immediately available funds, equal to the entire Escrow Fund.
Failure of Closing to Occur. In the event that the Option Closing Date Deadline is scheduled to occur after the expiration of the Initial Lease term, the Initial Lease Term shall be extended to the Option Closing Date Deadline. If the Closing fails to occur by the Option Closing Date Deadline as a result of (a) the inability of Park 70 to obtain a release of the Development from the lien of any lender holding a mortgage encumbering the Development or any other cause despite best efforts by Park 70, or (b) the inability of EnerDel to close despite best efforts by EnerDel, then either party may extend the Option Closing Date for thirty (30) days by written notice thereof to the other party, and the Initial Lease Term shall be extended for an additional thirty (30) days if the Initial Lease Term would otherwise expire, provided however, if Park 70 extends such date pursuant to this Section, there shall be no increase in the Purchase Price as a result of such extension.
Failure of Closing to Occur. In the event that the closing conditions set forth in this Section 2.11(a) through (d) are not satisfied or otherwise waived in writing by the party to whom the condition runs, by 5:00 p.m. PDT on the Closing Date, unless such Closing Date is extended by the mutual written agreement of the parties, F&K shall return all of the funds that it has received via the Closing Wire to Acquiror, and the Certificates, Stock Powers, the Shareholder Consents and the Other Closing Documents shall be returned to the party who executed or delivered the same.
Failure of Closing to Occur. (a) If Closing does not occur on or before the date that is six months following the date of this Agreement due to the non-satisfaction of the condition set forth in Section 4.4(d) or (h), then after the expiration of such six-month period any Member desiring to proceed with Closing may notify every other Member of such fact and request that such other Members notify it whether they desire to proceed with Closing (the Member sending such notice being herein referred to as the "Notifying Party"). The Members receiving such notice shall, within 15 Days following the receipt of such notice, notify the Notifying Party whether they desire to proceed with Closing. If a Member fails to respond to the Notifying Party within such time period, such Member shall be deemed to have elected not to proceed with Closing. The Notifying Party and any other Members that have timely notified the Notifying Party of their desire to proceed with Closing shall have the pro rata right to acquire all of the Company Interest of any Members that have elected not to proceed with Closing in exchange for (i) the payment to the selling Members of such Member's Advanced Amount through the date of such sale, (ii) the payment to the Company of the Closing Date Capital Contributions required to be made at Closing by such selling Members and (iii) the execution by such purchasing Members of such documents and instruments as may be deemed necessary by the Management Committee to evidence the assumption by such purchasing Members of the obligation of such selling Members to contribute their respective Commitments to the Company. Any acquisition by one or more Members of the Company Interests of one or more other Members pursuant to this Section 4.6(a) shall be consummated as soon as is reasonably practicable following the date on which all Members have elected to either proceed or not proceed with Closing (but in no event later than 15 Days thereafter). In connection with any such acquisition, the selling Members agree to execute (or if they fail or refuse to do so, hereby grant the Management Committee's designee a limited power of attorney for the purpose of executing on their behalf) such documents and instruments as may be reasonably necessary to effect the transfer of ownership of such selling Member's Company Interest to the purchasing Members pursuant to this Section 4.6(a), which documents and instruments shall contain customary representations, warranties and covenants, including, at a...
Failure of Closing to Occur. In the event that (a) the Merger Agreement is terminated by the parties thereto, and/or (b) the Closing does not occur for any reason: (i) Employee shall not be entitled to payment of the Retention Bonus, and (ii) this Retention Agreement shall terminate. ICO’s issuance of a press release announcing that the Merger Agreement has been terminated shall be conclusive evidence that the Closing and Closing Date have not occurred and shall not occur, and that no Retention Bonus shall be due and payable to Employee under any circumstances. AGREED AND ACCEPTED: ICO Technology, Inc. Bxxxxxx X. Xxxxxxxxx By: /s/ A. Jxxx Xxxxx, Jr. /s/ Bxxxxxx X. Xxxxxxxxx
