Seller's Failure to Perform. If the Closing fails to occur by reason of the Seller's failure or refusal to perform its obligations hereunder which has not been waived by the Purchaser, then the Purchaser, as its sole remedy hereunder, may (i) terminate this Agreement by notice to the Seller or (ii) seek specific performance from the Seller. If the Purchaser elects to terminate this Agreement, the Deposit shall be refunded to the Purchaser as set forth in the Escrow Agreement attached hereto as Exhibit I. As a condition precedent to the Purchaser exercising any right it may have to bring an action for specific performance as the result of the Seller's failure or refusal to perform their obligations hereunder, the Purchaser must commence such an action within ninety (90) days after the occurrence of such default. The Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by it of its right to commence such an action. Notwithstanding anything to the contrary herein, if the Seller's failure or refusal to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Purchaser or any of the Purchaser's Representatives, the Purchaser shall not be relieved of its obligations under this Agreement and Purchaser shall not be entitled to any right or remedy provided in this Section 14.3 or elsewhere in this Agreement.
Seller's Failure to Perform. By the Purchaser if as of the Closing Date any of the conditions specified in Article VII hereof have not been satisfied (and remain so unsatisfied for more than ten (10) days after the Purchaser has notified the Sellers in writing thereof) or if any of the Sellers or the Company are otherwise in default in any material respect under this Agreement (and remains in default for more than ten (10) days after the Purchaser has notified the Sellers in writing of such default) or if at any time prior to the Closing Date it becomes apparent to the Purchaser (on reasonable grounds) that any of the Sellers or the Company will be unable to satisfy one or more of the representations and warranties in Article II hereof or one or more of the covenants or agreements in Articles IV, VI or VII hereof,
Seller's Failure to Perform. If the Closing fails to occur by reason of the Seller's failure or refusal to perform its obligations hereunder which has not been waived by the Purchaser, then the Purchaser, as its sole remedy hereunder, may (i) seek specific performance from the Seller, provided that the Purchaser is ready, willing and able to consummate the transaction and satisfy each and every obligation of Purchaser hereunder as of the Closing Date or (ii) terminate this Agreement by notice to the Seller. If the Purchaser elects to terminate this Agreement, the Deposit shall be refunded to the Purchaser as set forth in the Escrow Agreement attached hereto as Exhibit F. As a condition precedent to the Purchaser exercising any right it may have to bring an action for specific performance as the result of the Seller's failure or refusal to perform its obligations hereunder, the Purchaser must commence such an action for specific performance within ninety (90) days after the occurrence of such default. The Purchaser agrees that its failure to timely commence such an action for specific performance within such ninety (90) day period shall be deemed a waiver by the Purchaser, or any person or entity claiming by, through, or under Purchaser, including without limitation, Purchaser's Nominee (provided this Agreement is assigned in accordance with Section 19 hereof), of any right which it or they may have had to commence such an action. Notwithstanding anything to the contrary herein, if the Seller's failure or refusal to perform its obligations under this Agreement is a result of any action of, or failure to act by, the Purchaser or any of the Purchaser's Representatives, the Purchaser shall not be relieved of its obligations under this Agreement and Purchaser shall not be entitled to any right or remedy provided in this Section 14.3 or elsewhere in this Agreement.
Seller's Failure to Perform. If Seller or SCI fails to perform any of its agreements or obligations under this Agreement within any applicable time or grace period, the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by Seller or SCI, as the case may be, as provided in Section 13.01, provided, however, that the Administrative Agent shall not perform Seller's obligations under any Contract, other than those necessary to service and collect the related Pool Receivables.
Seller's Failure to Perform. In the event Seller fails to perform Seller’s obligations under this Contract, to 794 include, but not limited to, failure to timely disclose Association violations known by Seller, failure to perform any replacements or 795 repairs required under this Contract or failure to timely disclose any known adverse material facts, Seller remains liable for any such 796 failures to perform under this Contract after Closing. Xxxxx’s rights to pursue the Seller for Xxxxxx’s failure to perform under this 797 Contract are reserved and survive Closing.
Seller's Failure to Perform. If the Seller fails to fulfil its obligations under the terms and conditions of this Contract, UNIDO may, by written notice to the Seller, inform it of the nature of the failure and declare this Contract avoided. Alternatively, UNIDO may fix an additional period of a reasonable length for the performance by the Seller of its obligations. If the Seller has not remedied the failure within such additional period fixed by UNIDO, UNIDO may then, by written notice to the Seller, declare this Contract avoided and cancel this Contract without any liability for termination charges or any other liability of any kind of UNIDO. If the Contract is declared avoided and if UNIDO, in a reasonable manner and within a reasonable time thereafter, buys goods in replacement, UNIDO may recover from the Seller, as damages, the difference between the price under this Contract and the price in the substitute transaction as well as any other recoverable damages.
Seller's Failure to Perform. By the Purchaser if as of the Closing Date any of the conditions specified in Article VII hereof have not been satisfied (and remain so unsatisfied for more than ten (10) days after the Purchaser has notified the Seller in writing thereof) or waived by Purchaser or if either the Seller or the Company is otherwise in default in any material respect under this Agreement (and remains in default for more than ten (10) business days after the Purchaser has notified the Seller in writing in reasonable detail of such default).
Seller's Failure to Perform. If all of the conditions to Seller's obligation to close have been satisfied or waived but Seller fails to perform under this Contract when obligated to do so, Buyer may either (a) enforce specific performance hereof, or (b) terminate this Contract and receive the Earnest Money and, in the event ox xxxx termination, Buyer and Seller shall be relieved of all obligations and liabilities under this Contract (except as otherwise provided in this Contract). If Buyer elects subsection (a) from the previous sentence, the parties shall continue this Contract pending Buyer's action for specific performance, in which latter event Buyer, as a condition to such action, shall not accept return of the Earnest Money. 15.
Seller's Failure to Perform. In the event Seller fails to perform any of its obligations hereunder, and such failure is not cured within ten (10) days after written notice of default is delivered to Seller, Purchaser may, at Purchaser's option, terminate this Agreement by written notice delivered to Seller at or prior to the Closing Date and, in such event, all deposits shall be returned to Purchaser forthwith and Seller shall reimburse Purchaser for all reasonable Due Diligence Period costs incurred by Purchaser.
Seller's Failure to Perform. If Seller fails to perform any of Seller's obligation hereunder for any reason other than (1) a permitted termination pursuant to this Agreement by Seller or (2) Purchaser's failure to perform Purchaser's obligations under this Agreement, then Purchaser shall have the right either to (1) terminate this Agreement by giving written notice thereof to Seller at or before settlement, or (2) to specifically enforce this Agreement. In the event that Purchaser elects to terminate this Agreement as provided in this subsection, Seller shall reimburse Purchaser for all costs reasonably incurred in connection with preparation for the proposed settlement, including but not limited to attorneys fees, surveys, and title searches.
