Pre-Closing Breach. If any representation or warranty above is actually known by Purchaser prior to Closing, as defined in Section 9.1 below, to be untrue and is not remedied by Seller prior to Closing, then Purchaser may, at Purchaser's sole and exclusive remedy, either: (i) terminate this Agreement whereupon the Xxxxxxx Money shall be refunded to Purchaser, and neither party shall have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive its objections and close the transaction.
Pre-Closing Breach. REMEDIES
Pre-Closing Breach. If any representation or warranty above is actually known by Buyer prior to Closing to be untrue and is not remedied by Seller prior to Closing, then Buyer may as Buyer’s sole and exclusive remedy either: (i) terminate this Contract whereupon the Xxxxxxx Money shall be refunded to Buyer, and neither party shall have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive its objections and close the transaction.
Pre-Closing Breach. (a) Between the date hereof and the Closing Date, if as a result of any investigation by any party or any information disclosed to or discovered by such party prior to the Closing Date, such party determines that any representation or warranty of another party hereunder is not true, or that any covenant of another party (in either case, the "Breaching Party") is impracticable or impossible of performance (a "Pre-Closing Breach"), the party making such determination will use reasonable efforts to communicate the existence of a possible Pre-Closing Breach to the Breaching Party. Promptly after learning of any Pre-Closing Breach, the Breaching Party shall use its best efforts to remedy or cure the same; provided that, in the event the Breaching Party determines that the cost of remedying such Pre-Closing Breach is greater than $100,000 or that such Pre-Closing Breach cannot be remedied prior to the Closing Date, the Breaching Party may terminate this Agreement and its obligations hereunder by paying all fees, expenses and internal allocated costs of each other party hereto relating to the negotiation, execution or implementation of the acquisition contemplated hereby. As of the date hereof, the total of such costs for the Purchaser is $150,000. Any party entitled to reimbursement for fees, expenses and costs (whether arising before or after the date hereof) shall submit reasonably detailed supporting documentation to the Breaching Party.
Pre-Closing Breach. With respect to any breach set forth in the Closing No Claims Declaration delivered by Parent at Closing pursuant to the R&W Insurance Policy in respect of an Interim Breach (as defined in the R&W Insurance Policy) (a “Pre-Closing Breach”), if Losses in respect of the Pre-Closing Breach exceed the Deductible (in the event such Pre-Closing Breach would be a breach of any of the Company Basic Representations), then notwithstanding any provision of this Agreement to the contrary, to the extent any portion of such claim in respect of such Pre-Closing Breach remains unpaid upon exhaustion of the amounts in the Indemnity Escrow Account, then such remaining claim amount may be satisfied solely and exclusively by set-off by Parent against Earn-Out Payments to be paid to the Company Securityholders in accordance with this Agreement; provided that the amount that may be recovered by set-off shall not exceed ten million dollars ($10,000,000). No claim with respect to a Pre-Closing Breach may be made after the sixth (6th) anniversary of the Closing.
Pre-Closing Breach. If any representation or warranty above is actually known by Buyer prior to Closing to be untrue in any material respect and is not remedied by Seller prior to Closing, then Buyer may as Buyer’s sole and exclusive remedy either: (i) terminate this Contract whereupon the Xxxxxxx Money shall be refunded to Buyer and if such breach and termination occurs after the expiration of the Investigation Period receive from Seller reimbursement for all documented and verifiable out-of-pocket third party costs and expenses incurred by Buyer in connection with the transaction contemplated in this Contract in an amount not to exceed $250,000.00, and neither party shall have any further rights or obligations pursuant to this Contract, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive its objections and close the transaction.
Pre-Closing Breach. This Agreement may be terminated by the Buyer or Sellers as set forth in Section 11.3(b) 9.1.6
