Delivery to Seller. If Buyer fails to consummate the purchase and sale contemplated by this Agreement under circumstances that would constitute a material breach by Buyer of this Agreement and if Seller is not then in breach of its representations, warranties or covenants hereunder in any material respect, then the Escrow Deposit, including accrued interest, will be delivered to Seller, it being understood and agreed that payment to Seller of the full amount of the Escrow Deposit will constitute full payment for any and all damages suffered by Seller by reason of LBI Media’s or Buyer’s failure to consummate the purchase and sale contemplated by this Agreement. THE PARTIES ACKNOWLEDGE AND AGREE IN ADVANCE BY INITIALING THIS AGREEMENT IN THE SPACES PROVIDED [LBI MEDIA’S INITIALS /s/ LDL , BUYER’S INITIALS /s/ LDL AND /s/ LDL , AND SELLER’S INITIALS /s/ REW ] THAT THE ACTUAL DAMAGES SELLER WOULD SUFFER AS A RESULT OF BUYER’S FAILURE TO CONSUMMATE THE PURCHASE AND SALE OF THE PURCHASED ASSETS WOULD BE EXTREMELY DIFFICULT OR IMPOSSIBLE TO CALCULATE; THAT THE FULL AMOUNT OF THE ESCROW DEPOSIT IS A FAIR AND EQUITABLE AMOUNT TO REIMBURSE SELLER FOR ANY DAMAGES WHICH THE PARTIES ESTIMATE MAY BE SUSTAINED BY SELLER DUE TO BUYER’S FAILURE TO CONSUMMATE THE PURCHASE AND SALE OF THE PURCHASED ASSETS UNDER THE CIRCUMSTANCES STATED IN THIS SECTION 3.3.1; AND THAT THIS SECTION 3.3.1 SHALL CONSTITUTE A LIQUIDATED-DAMAGES PROVISION, WHICH DAMAGES WILL BE SELLER’S SOLE REMEDY HEREUNDER IN THE EVENT OF LBI MEDIA’S OR BUYER’S FAILURE TO CONSUMMATE THE PURCHASE AND SALE OF THE PURCHASED ASSETS UNDER THE CIRCUMSTANCES STATED IN THIS SECTION 3.3.1.
Delivery to Seller. Assignor shall promptly deliver to Seller a copy of this Assignment, fully executed by Assignor and Assignee, after the mutual execution hereof by the parties.
Delivery to Seller. If Buyer fails to consummate the purchase and sale contemplated by this Agreement under circumstances that would constitute a material breach of this Agreement and Seller is not then in breach of its representations, warranties or covenants hereunder in any material respect, then, subject to the satisfaction of the conditions set forth below, $1,000,000 plus any associated interest of the Escrow Deposit, will be delivered to Seller on the ninth business day (or, if Buyer has elected to defer the KQQK Closing Date as set forth in 7.1, the thirty-ninth business day) after the KQQK Final Xxxxx Xxx, it being understood and agreed that payment to Seller of $1,000,000 plus any associated interest of the Escrow Deposit (and, if applicable, the amounts described in the second-to-last sentence of the following paragraph) (or, prior to the Escrow Deposit being made, payment to Seller of $1,000,000) will constitute full payment for any and all damages suffered by Seller by reason of LBI Holdings' or Buyer's failure to consummate the purchase and sale contemplated by this Agreement. Conditions to such delivery of $1,000,000 plus any associated interest of the Escrow Deposit to Seller on such day will be that (a) the Escrow Agent and LBI Holdings shall have received on the sixth business day (or, if Buyer has elected to defer the KQQK Closing Date as set forth in 7.1, the thirty-sixth business day) after the KQQK Final Xxxxx Xxx at or prior to 5:00 PM (California time) (with a copy by e-mail to Xxxxxx Xxxxxxxx at e-mail xxxxxxxxx@xxxxxxxx.xxx and by fax and e-mail to Xxx Xxx at fax (000) 000-0000 and e-mail xxxx@xxx.xxx and Xxxxx Xxxx at fax (000) 000-0000 and e-mail xxxxx@xxx.xxx) a duly executed Seller Escrow Payment Certificate (FM Only) substantially in the form of Exhibit A annexed hereto, and (b) the Escrow Agent shall not have received from LBI Holdings or Buyer a written challenge challenging the accuracy of such Seller Escrow Payment Certificate (FM Only) at or prior to 5:00 PM (California time) of the second business day after receipt by both LBI Holdings and the Escrow Agent of such Seller Escrow Payment Certificate (FM Only). THE PARTIES ACKNOWLEDGE AND AGREE IN ADVANCE BY INITIALING THIS AGREEMENT IN THE SPACES PROVIDED [LBI HOLDINGS' INITIALS ________, BUYER'S INITIALS ________ AND ________, AND SELLER'S INITIALS _________, _______ AND ________], THAT THE ACTUAL DAMAGES THAT SELLER WOULD SUFFER AS A RESULT OF BUYER'S FAILURE TO CONSUMMATE THE PURCHASE AND...
Delivery to Seller. At the Closing, Buyer will deliver to Seller (i) instruments of assumption of the Assumed Liabilities; and (ii) all other previously undelivered documents required to be delivered by Buyer to Seller at or prior to the Closing in connection with the Closing, including those contemplated by Article VIII.
Delivery to Seller. Immediately upon the recording of the Xxxxx Xxxx deliver to Seller the balance of the Purchase Price, after satisfying closing costs, prorations and adjustments to be paid by Seller pursuant to this Agreement.
Delivery to Seller. Immediately upon the recording of the Grant Deed deliver to Seller the balance of the Purchase Price, after satisfying closing costs, prorations and adjustments to be paid by Seller pursuant to this Agreement.
Delivery to Seller. Delivering to Seller (a) Buyer's Certificate of Reaffirmation of Representations, (b) a counterpart of Seller's Closing Instructions executed by the Title 33
Delivery to Seller. Buyer shall bear all costs and expenses and the risks of loss or damage in the transportation of Components to Seller's Facility and during the period the Components are being Repaired or Overhauled. All Components sent to Seller's Facility shall be properly packed and labeled, and freight shall be prepaid by Buyer.
Delivery to Seller. The form and substance of all certificates, ------------------ instruments, opinions and other documents delivered to Seller under this Agreement shall be satisfactory in all reasonable respects to Seller and its counsel.
