By GEL. (1) Notwithstanding the provisions hereof, if GEL shall fail or refuse to deliver any of the Green Shares, or shall fail or refuse to consummate the transaction described in this Agreement prior to the Closing Date, such failure or refusal shall constitute a default by GEL and Desert Vista at its option and without prejudice to its rights against such defaulting party, may either (a) invoke any equitable remedies to enforce performance hereunder including, without limitation, an action or suit for specific performance, or (b) terminate all of its obligations hereunder with respect to GEL.
By GEL. (1) If Desert Vista shall fail to comply in any material respect with any of his covenants or agreements contained in this Agreement or if any of the representation or warranties of Desert Vista contained herein shall be inaccurate in any material respect; In the event this Agreement is terminated pursuant to this Paragraph, this Agreement shall be of no further force or effect, no obligation, right, or liability shall arise hereunder, and each party shall bear its own costs as well as the legal, accounting, printing, and other costs incurred in connection with negotiation, preparation and execution of the Agreement and the transactions herein contemplated.
By GEL. (1) If DVC shall fail to comply in any material respect with any of his covenants or agreements contained in this Agreement or if any of the representation or warranties of DVC contained herein shall be inaccurate in any material respect; In the event this Agreement is terminated pursuant to this Paragraph, this Agreement shall be of no further force or effect, no obligation, right, or liability shall arise hereunder, and each party shall bear its own costs as well as the legal, accounting, printing, and other costs incurred in connection with negotiation, preparation and execution of the Agreement and the transactions herein contemplated.
By GEL. (1) If Microcap shall fail to comply in any material respect with any of his covenants or agreements contained in this Agreement or if any of the representation or warranties of Microcap contained herein shall be inaccurate in any material respect; In the event this Agreement is terminated pursuant to this Paragraph, this Agreement shall be of no further force or effect, no obligation, right, or liability shall arise hereunder, and each party shall bear its own costs as well as the legal, accounting, printing, and other costs incurred in connection with negotiation, preparation and execution of the Agreement and the transactions herein contemplated.
By GEL. (1) If Eastshore shall fail to comply in any material respect with any of his covenants or agreements contained in this Agreement or if any of the representation or warranties of Eastshore contained herein shall be inaccurate in any material respect; In the event this Agreement is terminated pursuant to this Paragraph, this Agreement shall be of no further force or effect, no obligation, right, or liability shall arise hereunder, and each party shall bear its own costs as well as the legal, accounting, printing, and other costs incurred in connection with negotiation, preparation and execution of the Agreement and the transactions herein contemplated.
By GEL. (1) If Lakeview shall fail to comply in any material respect with any of his covenants or agreements contained in this Agreement or if any of the representation or warranties of Lakeview contained herein shall be inaccurate in any material respect; In the event this Agreement is terminated pursuant to this Paragraph, this Agreement shall be of no further force or effect, no obligation, right, or liability shall arise hereunder, and each party shall bear its own costs as well as the legal, accounting, printing, and other costs incurred in connection with negotiation, preparation and execution of the Agreement and the transactions herein contemplated.
By GEL. (1) If there shall be any actual or threatened action or proceeding by or before any court or any other governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such Board of Directors made in good faith and based upon the advice of legal counsel, makes it inadvisable to proceed with the transactions contemplated by this Agreement; or
(2) If the Closing shall have not occurred prior to June 30, 2008, or such later date as shall have been approved by parties hereto, other than for reasons set forth herein.
By GEL. (1) If Desert Vista shall fail to comply in any material respect with any of his covenants or agreements contained in this Agreement or if any of the representation or warranties of Desert Vista contained herein shall be inaccurate in any material respect;
By GEL. (1) If NEXIA or DHI shall fail to comply in any material respect with any of their covenants or agreements contained in this Agreement or if any of the representations or warranties of NEXIA or DHI contained herein shall be inaccurate in any material respect;
(2) If NEXIA, Newby Salons, L.L.C. or Landis Salons, Xxx. file for bankruptcy xxxxxction prior to the closing hereof GEL may rescind this exchange. In the event this Agreement is terminated pursuant to this Paragraph, this Agreement shall be of no further force or effect, no obligation, right, or liability shall arise hereunder, and each party shall bear its own costs as well as the legal, accounting, printing, and other costs incurred in connection with negotiation, preparation and execution of the Agreement and the transactions herein contemplated.
By GEL. (1) If Hxxxx shall fail to comply in any material respect with any of his covenants or agreements contained in this Agreement or if any of the representation or warranties of Hxxxx contained herein shall be inaccurate in any material respect; In the event this Agreement is terminated pursuant to this Paragraph, this Agreement shall be of no further force or effect, no obligation, right, or liability shall arise hereunder, and each party shall bear its own costs as well as the legal, accounting, printing, and other costs incurred in connection with negotiation, preparation and execution of the Agreement and the transactions herein contemplated.
