Obligation to Close. PEM shall take or cause to be taken all actions necessary or advisable to consummate the transactions contemplated by this Agreement and to assure that as of the Closing it will not be under any material, corporate, legal, governmental or contractual restriction that would prohibit or delay the timely consummation of such transactions.
Obligation to Close. Notwithstanding any condemnation or casualty event, One University shall remain obligated to close under this Agreement so long as such condemnation or casualty event does not materially and adversely affect the Ground Lease Premises. For purposes of this Section, a condemnation or casualty event will “materially and adversely affect the Ground Lease Premises” if, after completion of such condemnation or the occurrence of such casualty event, as applicable, One University would no longer be able to develop the Ground Lease Premises in substantial accordance with the Ground Lease, subject to any minor adjustments caused by such condemnation or casualty event, as applicable. In the event of a condemnation or casualty event that has a material and adverse effect on the Ground Lease Premises, (A) One University shall have the right to terminate this Agreement without liability on its part by so notifying the FCRHA within 15 days of the FCRHA’s notification to One University of said condemnation or casualty event, and except as otherwise expressly set forth in this Agreement, neither the FCRHA nor One University shall have any further liability hereunder, and (B) if One University does not so terminate the Agreement, then One University shall remain obligated to close under this Agreement and neither such condemnation or casualty event nor the condition of the Ground Lease Premises thereafter shall be deemed to give rise to a default hereunder.
Obligation to Close. The Acquiror’s obligation to acquire the Shares and to take the other actions required to be taken by the Acquiror 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 the Acquiror, in whole or in part):
Obligation to Close. Lender and each of the Altair Parties shall be required to close the transactions contemplated by this Agreement no later than two business days following (1) the satisfaction of all of the conditions precedent to such Party's obligation to close, and (2) receipt from any other Party hereto of a written demand requesting that such Party close as specified date and time no sooner than two business days following delivery of such demand. In the event that any Party shall fail to close as provided in the preceding sentence, in addition to any and all remedies available at law or equity, any nonbreaching Party shall have the option to terminate this Agreement with respect to such breaching Party at the close of business on such date without liability to any other Party.
Obligation to Close. The obligation of Southbridge to complete the purchase of the Shares under this Agreement shall be subject to the satisfaction, at or before Closing, of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of Southbridge and may be waived by it in whole or in part):
Obligation to Close. If Nastan or GEOCAN, as the case may be (herein the "defaulting party") is obliged but is not ready, willing and able to complete the purchase of the Assets in accordance with this Agreement, the other party comprising the Purchaser hereunder shall nevertheless be obliged to complete the said purchase in accordance with this Agreement as to all of the Assets, as if such other Party was the only Party hereto as Purchaser. If any of the closing conditions set forth in Clause 7.1 has not been complied with, and one of the Parties comprising the Purchaser is prepared to waive such non-compliance but the other Party comprising the Purchaser is not prepared to waive such non-compliance, the first mentioned Party may at its election complete the purchase contemplated herein in accordance with this Agreement as to all of the Assets as if the first mentioned Party was the only Party hereto as Purchaser.
Obligation to Close. Buyer shall have the right to specific performance in the event of breach by Seller of its obligation to perform its Closing obligations in Section 9.03, upon satisfaction of the conditions to Closing set forth in Section 8.01. Seller’s sole remedy in the event of breach by Buyer of its obligation to perform its Closing obligations in Section 9.04, upon satisfaction of the conditions to Closing set forth in Section 8.02, shall be the retention of the Deposit, all other damages, rights and remedies being waived by Seller. IN NO EVENT SHALL EITHER PARTY BE ENTITLED TO RECOVER CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS OPPORTUNITY, AS A RESULT OF BREACH OF A PARTY’S CLOSING OBLIGATIONS.
Obligation to Close. The obligation of each of the Securityholders to acquire the Shares being acquired by such person and the obligations of each of the Securityholders to otherwise consummate the transaction contemplated by this Agreement on the Closing Date is subject to the following condition precedent, which may be waived by the Securityholders in their sole discretion:
Obligation to Close. Upon funding of the bridge loan of $250,000, this Agreement shall be binding as to all clauses requiring closing of the Agreement and Plan of Exchange. Upon a finding by a Court of competent jurisdiction that good cause does not exist for the failure to consummate the transaction set forth herein, there shall result a penalty of two hundred and fifty thousand dollars ($250,000) from the breaching party. If the Company is found to be in breach, then it shall pay to ACE the penalty sum. If ACE, Tampa Bay Financial, or one of its assigns or agents shall be the breaching party, then ACE shall forfeit the $250,000 bridge loan to the Company and the note shall be deemed satisfied without any further action.