Effect of Failure to Close. If the Closing of the transactions contemplated herein does not occur for any reason, then the rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party.
Effect of Failure to Close. The rights of RIGI and the Parent to consummate the transaction contemplated by this Agreement shall terminate if RIGI and the Parent fail to consummate the Agreement on the Closing Date as herein provided.
Effect of Failure to Close. For the avoidance of doubt, notwithstanding anything to the contrary in this Article 13, nothing herein shall prohibit any Party from suing another or limit the amount of recovery for breach of contract as a result of the other failing to consummate the transactions described in this Agreement upon the satisfaction or waiver of its conditions precedent to Closing.
Effect of Failure to Close. The obligations under Sections 9.01 -------------------------- and 9.02 shall continue for a period of three years after the date of this Agreement.
Effect of Failure to Close. Without prejudice to Article 10, failure to consummate the Closing on the date and time and at the place determined pursuant to Section 9.1 will not automatically result in the termination of this agreement and will not relieve any Party of any obligation under this agreement.
Effect of Failure to Close. If any condition in Section 4.1 or Section 4.2 shall not have been fulfilled at or before the Closing, or if the Closing has not occurred by March 31, 2000, then the Party entitled to the benefit of such condition may, in its sole discretion, without limiting any rights or remedies available to Seller at law or in equity, either:
(i) Terminate this Agreement by notice to the other Party, subject to compliance with Section 8.4, in which event the Parties shall be released from all obligations under this Agreement; or
(ii) Waive compliance with any such condition or extend or defer the Closing in order to permit compliance, without prejudice to its right of termination in the event of non-fulfillment of any other condition; provided that a Party's completion of the Closing shall constitute a waiver of all unsatisfied conditions to such Party's obligation to close.
Effect of Failure to Close. The following provisions shall apply in -------------------------- the event Closing shall not occur as and when provided herein (a "Closing Failure").
(a) If Closing Failure occurs as the result of the mutual agreement of the Seller and the Buyer or if Closing Failure is not the result of the failure of either party to perform its obligations hereunder or is a result of either Buyer's or Seller's termination pursuant to Paragraph 8(b) or 10(c) hereof, this Agreement shall, without liability of any party to this Agreement or any shareholder, director, officer, employee, agent or representative of such party, become null and void and the Seller shall promptly return the Deposit together with all accrued interest thereon to the Buyer;
(b) If Closing Failure occurs as a result of the failure of Buyer to perform its obligations hereunder, then Seller shall be entitled to terminate this Agreement and retain the Deposit together with all accrued interest thereon as liquidated damages and as reimbursement for Seller's out-of-pocket fees and expenses incurred in connection with the transactions contemplated by this Agreement. The parties hereby acknowledge that the extent of damages to Seller occasioned by such breach or default or failure to proceed by Buyer would be impossible or extremely impractical to ascertain and that the amount of the Deposit plus all accrued interest thereon is a fair and reasonable estimate of such damage; and
(c) If Closing Failure occurs as a result of the failure of Seller to perform its obligations hereunder, then, and in that event, this Agreement shall terminate and Seller shall be liable to Buyer for the return of the Deposit together with all accrued interest thereon.
Effect of Failure to Close. The rights of RISCI and the Parent to consummate the transaction contemplated by this Agreement shall terminate if RISCI and the Parent fail to consummate the Agreement on the Closing Date as herein provided.
Effect of Failure to Close. In the event that the Closing shall not occur as described herein on or prior to the Closing Date, except for such changes or delays as the Purchasers may expressly waive at or before Closing, this Agreement shall have no effect whatsoever on the status of the Convertible Debentures or the Company's obligations thereunder, or on any of the Funding Agreements, which shall continue according to their terms, as amended or modified prior to the date hereof. Furthermore, in such event, and if the Company does not obtain the approval of its shareholders as required under Section 6.13 of the Credit Agreement within ninety (90) days after this Agreement ceases to have effect pursuant to this Section 1.6, the Company shall have a period of thirty (30) days during which to seek a waiver from the Nasdaq Stock Market from any applicable shareholder approval requirements, failing which the Company shall take such action as shall be necessary to cause its common stock to be delisted from the Nasdaq SmallCap Market and shall thereafter honor all conversions of the Convertible Debentures without regard to the 20% limitation described in Section 6.13 of the Credit Agreement. To the extent the Company honors such conversion, the Company's obligation to pay liquidated or other monetary damages under Section 6.13 of the Credit Agreement shall be proportionally discharged.
Effect of Failure to Close. Subject to the provisions of Section 2.3 hereof, failure to consummate the Transaction on the date contemplated by Section 2.1(a) hereof will not result in the termination of this Agreement and will not relieve any party of any obligation hereunder.
