Failure of Buyer to Close Sample Clauses

Failure of Buyer to Close. (A) It is acknowledged and agreed that the Buy/Sell Deposit is intended to be a non-refundable deposit to secure the obligations of the purchasing Institutional Member. Accordingly, if the Institutional Member which pursuant to the terms hereof has elected to purchase or has become obligated to purchase the membership interests of the other Institutional Member fails to close in accordance with Section 10(h) for any reason other than an Excused Condition, the Buy/Sell Deposit shall be retained by the selling Institutional Member as liquidated damages for the harm (which harm is acknowledged to not be readily measurable in damages) caused by the failure of the buying Institutional Member to timely conclude its purchase and, to the extent that a portion of the Buy/Sell Deposit constituted a pledge of all or a portion of a Member's Percentage Membership Interest, the Deposit Defaulted Interests shall be transferred to the selling Institutional Member. If the buying Institutional Member that so fails to close is Veritech, then: (i) RSI may, at any time within thirty (30) days after the Buy/Sell Closing Date failed to close, elect to buy Veritech's entire membership interest in the Company at a price equal to the Buy/Sell Value multiplied by Veritech's then remaining total Percentage Membership Interest with the closing thereon to occur in accordance with Section 10(h) sixty (60) days after RSI delivers notice of its election to buy Veritech's entire interest in the Company; or (ii) alternatively, RSI may, at any time within thirty (30) days after the Buy/Sell Closing Date, elect to sell the Company by the sale or exchange of the membership interests, a merger, consolidation, recapitalization, asset sale or otherwise, at a value of not less than ninety-five (95%) percent of the Buy/Sell Value, such sale to be on such terms and conditions as are directed by the Board of Managers without a Super Majority Vote requirement and without the vote of the Veritech Designees.
Sample 1
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Failure of Buyer to Close. In the event that (a) the conditions to the obligation of Buyer to consummate the transactions contemplated hereby, as set forth in Section 9.1, shall have been satisfied or waived and (b) the Closing shall not have occurred on or before April 10, 1996 due to the inability or unwillingness of Buyer to close on the terms and conditions provided for in this Agreement, Buyer shall reimburse Sellers for all legal, accounting and other expenses incurred by Sellers in connection with the preparation and negotiation of this Agreement and the transactions contemplated hereby. Sellers shall use its reasonable efforts to ensure that any such expenses are commercially reasonable. The foregoing shall not be deemed a limitation on the right of Sellers to recover damages for the breach of any provision of this Agreement. 12.
Sample 1
Failure of Buyer to Close. If on the Scheduled Closing Date: (a) Seller is willing and able to Close, (b) all conditions precedent to Buyer's obligation to Close set forth in Section 4.2 have been satisfied or waived in writing by Buyer, and (c) the Closing does not occur solely because of a failure by Buyer to Close, a Termination Event shall automatically occur on the Scheduled Closing Date.
Sample 1

Related to Failure of Buyer to Close

  • Failure to Close If any of the conditions to the Closing specified in this Agreement shall not have been fulfilled to the satisfaction of the Placement Agents or if the Closing shall not have occurred on or before 10:00 a.m. (St. Louis time) on June 30, 2003, then each party hereto, notwithstanding anything to the contrary in this Agreement, shall be relieved of all further obligations under this Agreement without thereby waiving any rights it may have by reason of such nonfulfillment or failure; provided, however, that the obligations of the parties under Sections 2.4.2, 7.5 and 9 shall not be so relieved and shall continue in full force and effect.

  • Conditions Precedent to the Obligation of Buyer to Close Buyer’s obligation to close pursuant to the terms of this Agreement is subject to the satisfaction, on or prior to the Closing, of each of the following conditions, unless waived by Buyer in writing:

  • CONDITIONS PRECEDENT TO THE SELLER’S OBLIGATION TO CLOSE The Seller’s obligation to sell the Assets and to take the other actions required to be taken by the Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller, in whole or in part, in writing):

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Condition to Closing Buyer acknowledges and agrees that the Closing is contingent upon the closing of the IPO, and that if, for whatever reason, the IPO is not completed, the Company shall not be obligated to issue and sell the Restricted Shares and Buyer shall not be required to purchase the Restricted Shares and this Agreement may be terminated in accordance with Section 5(k) below.

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