Common use of VENDOR DEFAULT Clause in Contracts

VENDOR DEFAULT. If the Vendor does not attend at the place of closing at the Time of Closing, or fails for any reason whatsoever to produce and deliver to the Purchaser the certificates representing the Purchased Shares duly endorsed in blank for transfer (or, if the Depositary holds such certificates pursuant to Article 9, an acknowledgement that the Depositary holds such certificates for the Purchaser) at or prior to the time payment of the Purchase Price therefor is required to be made, then the Purchase Price shall be deposited at the time otherwise provided for its payment into a special account in the name of the Vendor at the branch of the principal Canadian chartered bank (the "Bank") primarily utilized by the Corporation. Such deposit shall constitute valid and effective payment to the Vendor of the Purchase Price and shall result in title to the Purchased Shares passing to the Purchaser, even if the Vendor has voluntarily sold or pledged any of the Purchased Shares, and notwithstanding that certificates representing any of the Purchased Shares may have been delivered to an authorized pledgee, a transferee or other person. If any of the Purchased Shares have been pledged to an authorized pledgee to secure obligations or indebtedness of the Vendor, the Purchaser may, at its option, in lieu of depositing the Purchase Price as aforesaid, pay all or any part of the Purchase Price to the authorized pledgee to the extent required to discharge such obligations or indebtedness and receive the certificates representing the Purchased Shares from the authorized pledgee and deposit the remainder, if any, of the Purchase Price as aforesaid.

VENDOR DEFAULT. If the Vendor does not attend at the place of closing at the Time of Closing, or fails for any reason whatsoever to produce and deliver to the Purchaser the certificates representing the Purchased Shares duly endorsed in blank for transfer (or, if the Depositary holds such certificates pursuant to Article 9, an acknowledgement that the Depositary holds such certificates for the Purchaser) at or prior to the time payment of the Purchase Price therefor is required to be made, then the Purchase Price shall be deposited at the time otherwise provided for its payment into a special account in the name of the Vendor at the branch of the principal Canadian chartered bank (the "Bank") primarily utilized by the CorporationImperial Parking. Such deposit shall constitute valid and effective payment to the Vendor of the Purchase Price and shall result in title to the Purchased Shares passing to the Purchaser, even if the Vendor has voluntarily sold or pledged any of the Purchased Shares, and notwithstanding that certificates representing any of the Purchased Shares may have been delivered to an authorized pledgee, a transferee or other person. If any of the Purchased Shares have been pledged to an authorized pledgee to secure obligations or indebtedness of the Vendor, the Purchaser may, at its option, in lieu of depositing the Purchase Price as aforesaid, pay all or any part of the Purchase Price to the authorized pledgee to the extent required to discharge such obligations or indebtedness and receive the certificates representing the Purchased Shares from the authorized pledgee and deposit the remainder, if any, of the Purchase Price as aforesaid.