Closing Failure. Notwithstanding anything to the contrary set forth herein, in the event that the closing on the acquisition of the Property described in this Agreement does not occur, the Existing Virginia Tech Lease shall not be terminated, and in the event Seller purchases the Premises in accordance with the terms and conditions of the Existing Virginia Tech Lease at a later date, Purchaser covenants and agrees that it shall not apply the first annual escalation stated in Article 2, Section 2.02 of the Existing Virginia Tech Lease (captioned, “Purchase Option”) to the purchase price otherwise applicable to Seller’s purchase of the Premises pursuant to the Existing Virginia Tech Lease. As of the Effective Date the Existing Virginia Tech Lease is hereby and shall be deemed to be so modified by this Agreement. The provisions of this Section 8(f) shall survive termination of this Agreement.
Closing Failure. (a) Section 3.C.(3) of the Purchase Agreement is hereby amended by deleting from the first sentence thereof the following text, numerals and punctuation: “WHICH SELLER SHALL FAIL TO CURE WITHIN FIFTEEN (15) DAYS OF WRITTEN NOTICE OF SUCH DEFAULT BY BUYER TO SELLER,”.
Closing Failure. In the event either the Closing or the Initial Public Offering does not occur, the parties hereto agree to cooperate and work in good faith to execute and deliver such agreements and consents and amend such documents and to effect such transactions or actions as may be necessary to re-establish the rights, preferences and privileges that the parties hereto had prior to the consummation of the Reorganization Transactions, taking into consideration applicable U.S., UK and other tax rules and regulations and all other relevant factors that the parties hereto may determine in light of the then-existing facts and circumstances, including, without limitation, voting any and all securities owned by such party in favor of any amendment to any organizational document and in favor of any transaction or action necessary to re-establish such rights, powers and privileges and causing to be filed all necessary documents with any governmental authority necessary to reestablish such rights, preferences and privileges.
Closing Failure. In the event that the Buyer fails to consummate the Closing on or prior to August 3, 2020 and the Seller prevails in the litigation brought by the Seller to compel the Buyer to consummate the Closing, without limiting any other rights or remedies available to Seller under the Agreement, at Law or in equity the Buyer shall be liable and pay to the Seller: (a) the reasonable costs and expenses of Seller and its Affiliates incurred in connection with the litigation, including reasonable attorneys’ fees as determined by the court; and (b) if the court awards Seller interest on the Purchase Price, the applicable statutory interest rate.
Closing Failure. (a)Section 3.C.(3) of the Purchase Agreement is hereby amended by deleting from the first sentence thereof the following text, numerals and punctuation: “WHICH SELLER SHALL FAIL TO CURE WITHIN FIFTEEN (15) DAYS OF WRITTEN NOTICE OF SUCH DEFAULT BY BUYER TO SELLER,”. 1 (b)Section 8.D. of the Purchase Agreement is hereby amended by deleting from the third and fourth sentences thereof the following text, numerals and punctuation: “Buyer shall allow Seller ten (10) days after its notice within which to cure such breach or if such breach cannot be cured within such ten (10) day period, and if Seller notifies Buyer that it wishes to extend the cure period (the “Cure Extension Notice”), such additional reasonable period of time (not to exceed an additional twenty (20) days) as is required to cure the same so long as such cure has been commenced within such ten (10) day period and is being diligently pursued to completion. If Seller fails to cure such breach after written notice thereof,” and substituting in their place and stead: “With respect to any such breach alleged by Buyer following the Closing Date, Buyer shall allow Seller ten (10) days after its notice within which to cure such breach or if such breach cannot be cured within such ten (10) day period, and if Seller notifies Buyer that it wishes to extend the cure period (the “Cure Extension Notice”), such additional reasonable period of time (not to exceed an additional twenty (20) days) as is required to cure the same so long as such cure has been commenced within such ten (10) day period and is being diligently pursued to completion. If Seller fails to cure such breach after written notice thereof (or with respect to any breach alleged by Buyer following the Closing Date, after the expiration of the foregoing cure period),”. 5.
