Failure to Close Purchase Sample Clauses

Failure to Close Purchase. The closing of any such sale shall be contingent upon and subject to Tenant obtaining all required governmental consents and approvals for such transfer. If such sale shall fail to be consummated by reason of the inability of Tenant to obtain all such approvals and consents, then this Lease shall remain in effect on a month-to-month basis until the consummation of the purchase or until Tenant's inability to obtain the approvals and consents is confirmed.
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Failure to Close Purchase. The closing of any such sale shall be contingent upon and subject to Tenant obtaining all required governmental consents and approvals for such transfer. If such sale shall fail to be consummated by reason of the inability of Tenant to obtain all such approvals and consents and if the Term would otherwise expire, then this Lease shall remain in effect on a month-to-month basis (on the terms of the Lease in effect upon the expiration of such Term and notwithstanding any provision of Article XX) until the earlier of: (i) the consummation of the purchase of (ii) the 90th day following the end of the Term. In the event Tenant is unable to consummate the purchase during the Term or such 90 day extension of the Term for any reason which is beyond the control of the Tenant, Tenant's option under Section 3.2 herein to elect Extended Terms shall be reinstated during the last 90 days of the Term or, such 90 day extension, as applicable, to prevent Tenant's forfeiture of its leasehold under this Lease due to the failure to close the Purchase of the Property, provided Tenant exercises such option by delivering a Notice to Landlord prior to the expiration of the Term, or such 90 day extension, as applicable, and such Extended Term shall commence or shall be deemed to have commenced immediately following the last day of the Term.
Sample 1
Failure to Close Purchase. Whether the Company shall proceed with the transactions contemplated by the Purchase Agreement, including (without limitation) whether it shall close the purchase of the Initial Company Property, shall be determined by the Managing Member in its sole discretion, and no Member or any Affiliate thereof shall have any claim against the Company or any Member or Affiliate of a Member including the Managing Member or the members thereof by reason of such determination; provided that if BH unilaterally determines not to close the acquisition of the Initial Company Property, it shall use reasonable efforts to keep DD-CTP updated as to its decision making process, and it shall provide notice of such final decision to DD-CTP as soon as possible.
Sample 1
Failure to Close Purchase. Whether the Company shall proceed with the transactions contemplated by the Purchase Agreement, including (without limitation) whether it shall close the purchase of the Property, shall be determined by BH in its sole discretion, and neither the AW Member Group nor any Affiliate of the AW Member Group shall have any claim against the Company or BH or any of its Affiliates by reason of such determination; provided that if BH unilaterally determines not to close the acquisition of the Property, it shall use reasonable efforts to keep the AW Member Group updated as to its decision making process, and it shall provide notice of such final decision to the AW Member Group as soon as possible. If BH elects not to cause the Company to close the purchase of the Property pursuant to the Purchase Agreement, then at the election of AW Manager or Xxxxxxxxxx Xxxxxx Capital, Inc., the Company will further assign the Purchase Agreement to AW Manager or its designee, together with any and all third party reports and other due diligence materials in possession of the Company in consideration of such assignee’s payment to the Company of any and all Deposits previously made under the Purchase Agreement by or on behalf of the Company.
Sample 1
Failure to Close Purchase. Whether the Company shall proceed with the transactions contemplated by the Purchase Agreement, including (without limitation) whether it shall close the purchase of the Property, shall be determined by BH in its sole discretion, and neither the MP Member Group nor any Affiliate of the MP Member Group shall have any claim against the Company or BH or any of its Affiliates by reason of such determination; provided that if BH unilaterally determines not to close the acquisition of the Property, it shall use reasonable efforts to keep the MP Member Group updated as to its decision making process, and it shall provide notice of such final decision to the MP Member Group as soon as possible.
Sample 1
Failure to Close Purchase. Whether the Company shall proceed with the transactions contemplated by the Purchase Agreement, including (without limitation) whether it shall close the purchase of the Property, shall be determined by BH in its sole discretion, and neither the HP Member Group nor any Affiliate of the HP Member Group shall have any claim against the Company or BH or any of its Affiliates by reason of such determination; provided that if BH unilaterally determines not to close the acquisition of the Property, it shall use reasonable efforts to keep the HP Member Group updated as to its decision making process, and it shall provide notice of such final decision to the HP Member Group as soon as possible.
Sample 1
Failure to Close Purchase. The failure of a Member to close the purchase of the other Members’ interests as required in accordance with the provisions of this Section 19 shall constitute a default on the part of such Member and, without limiting the rights or remedies of the other Member: (a) such default shall be deemed to constitute an offer and election on the part of the defaulting party to sell all of its interest to the non-defaulting party at a price equal to 80% of the Purchase Price for the defaulting party’s interest. If the non-defaulting party accepts such offer, it shall be entitled to close the purchase in accordance with the provisions of Section 19.5 or 19.6 above, whichever is applicable; and (b) the parties acknowledge that, in the event of such default by the defaulting party, damages at law will be an inadequate remedy and, accordingly, the defaulting party’s obligations under this Section 19 may be enforced by specific performance.
Sample 1
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Failure to Close Purchase. Whether the Company shall proceed with the transactions contemplated by the Purchase Agreement, including (without limitation) whether it shall close the purchase of the Property, shall be determined by BH in its sole discretion, and neither the CH Member Group nor any Affiliate of the CH Member Group shall have any claim against the Company or BH or any of its Affiliates by reason of such determination; provided that if BH unilaterally determines not to close the acquisition of the Property, it shall use reasonable efforts to keep the CH Member Group updated as to its decision making process, and it shall provide notice of such final decision to the CH Member Group as soon as possible.
Sample 1

Related to Failure to Close Purchase

  • Failure to Close (A) If Seller(s) fails to convey the property as provided in this contract: Buyer(s) may exercise legal remedies including suit for specific performances or damages. Agent may xxx Xxxxxx(s) to recover loss of commission. Agent may pay Xxxxxxx Money into a court of competent jurisdiction, or retain Xxxxxxx Money until directed to distribute the same by a court of competent jurisdiction.

  • Failure to Timely Deliver; Buy-In If the Company fails to (i) issue and deliver (or cause to be delivered) to a Buyer by the Required Delivery Date a certificate representing the Securities so delivered to the Company by such Buyer that is free from all restrictive and other legends or (ii) credit the balance account of such Buyer’s or such Buyer’s nominee with DTC for such number of Conversion Shares or Warrant Shares so delivered to the Company, then, in addition to all other remedies available to such Buyer, the Company shall pay in cash to such Buyer on each day after the Required Delivery Date that the issuance or credit of such shares is not timely effected an amount equal to 1% of the original principal amount of such Buyer’s Note. In addition to the foregoing, if the Company fails to so properly deliver such unlegended certificates or so properly credit the balance account of such Buyer’s or such Buyer’s nominee with DTC by the Required Delivery Date, and if on or after the Required Delivery Date such Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Buyer of shares of Common Stock that such Buyer anticipated receiving from the Company without any restrictive legend, then, in addition to all other remedies available to such Buyer, the Company shall, within three (3) Trading Days after such Buyer’s request and in such Buyer’s sole discretion, either (i) pay cash to such Buyer in an amount equal to such Buyer’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate or credit such Buyer’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to deliver to such Buyer a certificate or certificates or credit such Buyer’s DTC account representing such number of shares of Common Stock that would have been issued if the Company timely complied with its obligations hereunder and pay cash to such Buyer in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Conversion Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Buyer by the Required Delivery Date times (B) the Closing Sale Price (as defined in the Warrants) of the Common Stock on the Trading Day immediately preceding the Required Delivery Date.

  • Company’s Failure to Timely Deliver Securities If the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after receipt of the applicable Exercise Notice, a certificate for the number of Warrant Shares to which the Holder is entitled (or, at the option of the Holders, a book-entry confirmation of the issuance of such Warrant Shares) and register such Warrant Shares on the Company’s share register, the Holder will have the right to rescind such exercise. In addition to any other rights available to the Holder, if the Company shall fail, for any reason or for no reason, to issue to the Holder within three (3) Trading Days after receipt of the applicable Exercise Notice, a certificate for the number of Warrant Shares to which the Holder is entitled (or, at the option of the Holders, a book-entry confirmation of the issuance of such Warrant Shares) and register such Warrant Shares on the Company’s share register and if on or after such third (3rd) Trading Day the Holder (or any other Person in respect, or on behalf, of the Holder) purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of Warrant Shares, or a sale of a number of Warrant Shares equal to all or any portion of the number of Warrant Shares, issuable upon such exercise that the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including reasonable brokerage commissions and other reasonable out-of-pocket expenses, if any) for the Warrant Shares so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Warrant Shares or credit the Holder’s balance account with DTC for the number of Warrant Shares to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Warrant Shares multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under this clause (ii).

  • Condition to Closing Buyer acknowledges and agrees that the Closing is contingent upon the closing of the IPO, and that if, for whatever reason, the IPO is not completed, the Company shall not be obligated to issue and sell the Restricted Shares and Buyer shall not be required to purchase the Restricted Shares and this Agreement may be terminated in accordance with Section 5(k) below.

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Purchaser’s obligation to purchase the Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part, in writing):

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • Failure to Fulfill Conditions In the event that either of the parties hereto determines that a condition to its respective obligations to consummate the transactions contemplated hereby cannot be fulfilled on or prior to the termination of this Agreement, it will promptly notify the other party.

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