Default at Closing. Notwithstanding the provisions hereof, if either party shall fail or refuse to deliver any of the 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 that party and the other party 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 the defaulting party.
Default at Closing. Notwithstanding the provisions hereof, if AmeriResource shall fail or refuse to deliver any of the AmeriResource 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 AmeriResource and Kelly's 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 AmeriResource.
Default at Closing. Notwithstanding the provisions hereof, if Xxxxxx shall fail or refuse to deliver any of the 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 Xxxxxx and Cyberbotanical 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 Xxxxxx.
Default at Closing. Notwithstanding any other provision of this Agreement, if Ms. Wolfson shall fail or refuse to dxxxxxx xxx of the Royal Oasis Shares, or shall fail or refuse to consummate the transaction described in this Agreement by the Closing Date, such failure or refusal shall constitute a default by Ms. Wolfson, and ECOC at its option axx xxxxxxx prejudice to any of its other 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 Ms. Wolfson. Likewise, if ECOC shall xxxx xx xxfuse to deliver any of the ECOC Shares, or shall fail or refuse to consummate the transaction described in this Agreement by the Closing Date, such failure or refusal shall constitute a default by ECOC, and Ms. Wolfson at its option and without xxxxxxxxx to any of its other 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 ECOC.
Default at Closing. Notwithstanding anything herein to the contrary, if any Stockholder shall fail or refuse to deliver any of the Closing Shares in breach of its obligations hereunder, Buyer may refuse to complete the transactions contemplated hereby and thereby terminate all of its obligations hereunder. Each Stockholder acknowledges that the Closing Shares are unique and otherwise not available and agrees that in addition to any other remedies, Buyer may invoke any remedies available under applicable Law to enforce delivery of such shares hereunder.
Default at Closing. Notwithstanding any other provision of this Agreement, if Validate shall fail or refuse to deliver any of the Royal Oasis Shares, or shall fail or refuse to consummate the transaction described in this Agreement by the Closing Date, such failure or refusal shall constitute a default by Validate, and ECOC at its option and without prejudice to any of its other 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 Validate. Likewise, if ECOC shall fail or refuse to deliver any of the ECOC Shares, or shall fail or refuse to consummate the transaction described in this Agreement by the Closing Date, such failure or refusal shall constitute a default by ECOC, and Validate at its option and without prejudice to any of its other 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 ECOC.
Default at Closing. Notwithstanding the provisions hereof, if Kelly's shall fail or refuse to deliver any of the Kelly's 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 Kelly's and Flexweight 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 Kelly's.
Default at Closing. If either Party fails or refuses to consummate the ------------------ transactions set forth in this Agreement on or prior to the Closing Date, all conditions to that Party's obligation to close under Section 10 or Section 11, as applicable, have been satisfied, and if the other Party is not then in material breach under terms of this Agreement and such other Party stands ready, willing and able to make tender of its deliveries required under Section 12.2, then, in addition to any other remedies available to such other Party, the other Party may invoke any equitable remedies to cause the consummation of the transactions set forth in this Agreement, including, without limitation, an action or suit for specific performance.
Default at Closing. Notwithstanding the provisions hereof, if Xxxxxxxx shall fail or refuse to deliver any of the Jutland Shares and records, 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 Xxxxxxxx and Xxxxxx 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 Xxxxxxxx.
Default at Closing. Notwithstanding any other provision of this Agreement, if David Michael shall fail or refuse to dxxxxxx xxx xx the Royal Oasis Shares, or shall fail or refuse to consummate the transaction described in this Agreement by the Closing Date, such failure or refusal shall constitute a default by David Michael, and ECOC at its option axx xxxxxxx xxejudice to any of its other 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 David Michael. Likewise, if ECOC shall xxxx xx xxxxse to deliver any of the ECOC Shares, or shall fail or refuse to consummate the transaction described in this Agreement by the Closing Date, such failure or refusal shall constitute a default by ECOC, and David Michael at its option and without xxxxxxxxx xx any of its other 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 ECOC.
