Failure to Close. (A) If Seller(s) fails to convey the property as provided in this contract: Buyer(s) may exercise legal remedies including suit for specific performances or damages. Agent may xxx Xxxxxx(s) to recover loss of commission. Agent may pay Xxxxxxx Money into a court of competent jurisdiction, or retain Xxxxxxx Money until directed to distribute the same by a court of competent jurisdiction.
(B) If Buyer(s) fail to purchase the property as provided in this contract: Seller(s) may exercise legal remedies including suit for specific performance or damages. Seller(s) may elect to retain Xxxxxxx Money deposit as liquidated damages for breach of contract, in this case, it is agreed that Agent may retain from such Xxxxxxx Money deposit an amount not greater than his total commission of the sale had been consummated and the residue, if any, will be paid to Seller(s).
(C) Xxxxx(s) and Seller(s) further agree that in the event of default by either that results in litigation, that the non-defaulting party may recover reasonable attorney fees and any other court costs, in addition to other damages provided for herein.
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 March 30, 2007, 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, 7.5 and 9 shall not be so relieved and shall continue in full force and effect.
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. (New York City time) on May 22, 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.
Failure to Close. This Agreement may be terminated at the option ---------------- of either party upon written notice to the other if the Commission has not granted the Assignment Application within nine (9) months after the Commission accepts the Assignment Application for filing or may be terminated by Buyer if the Commission's action granting the Assignment Application has not become a Final Order within twelve (12) months after the Commission accepts the Assignment Application for filing; provided, however, that a party may not -------- ------- terminate this Agreement if such party is in default hereunder, or if a delay in any decision or determination by the Commission respecting the Assignment Application has been caused or materially contributed to (i) by any failure of such party to furnish, file or make available to the Commission information within its control; (ii) by the willful furnishing by such party of incorrect, inaccurate or incomplete information to the Commission; or (iii) by any other action taken by such party for the purpose of delaying the Commission's decision or determination respecting the Assignment Application. This Agreement may also be terminated upon the mutual agreement of Buyer and Seller. In the event of termination pursuant to this Section, the Initial Escrow Deposit, together with all interest earned thereon, shall be returned to Buyer and the parties shall be released and discharged from any further obligation hereunder unless the failure to consummate the Transaction is attributable to Buyer's default, and Seller is not in default and has otherwise complied with its obligations under this Agreement, in which case the Initial Escrow Deposit plus interest earned thereon shall be released to Seller as liquidated damages pursuant to Section 14.2.
Failure to Close. By Purchaser on or after the Termination Date if: (A) all of the conditions set forth in Section 8.2 have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing); (B) Seller fails to consummate the Closing by the date by which the Closing should have occurred pursuant to Section 2.2; and (C) Purchaser confirms in writing to Seller that: (x) all of the conditions set forth in Section 8.1 have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) or will be waived by Purchaser; and (y) Purchaser is ready, willing and able to consummate the Closing. If Purchaser terminates this Agreement either (i) as the result of Seller’s failure to comply with Section 6.12 (Exclusivity) hereof or (ii) pursuant to Section 9.1(d)(ii) hereof, Seller shall immediately pay to Purchaser $150,000 to reimburse Purchaser for the fees and expenses incurred by it in connection with the negotiation of this Agreement and all related agreements and documents and the transactions contemplated by this Agreement and such related documents, including attorneys’ fees, and any due diligence work performed by Purchaser. If Seller terminates this Agreement pursuant to Section 9.1(c)(ii) hereof, Purchaser shall immediately pay to Seller $150,000 to reimburse Seller for the fees and expenses incurred by it in connection with the negotiation of this Agreement and all related agreements and documents and the transactions contemplated by this Agreement and such related documents, including attorneys’ fees, and any due diligence work performed by Seller. If this Agreement is terminated for any reason other than due to a breach by Seller, Purchaser shall immediately pay to Seller the actual amount incurred by Seller and its affiliates for the full cost paid or payable by Seller or its affiliates in relation to the quality of earnings report in respect of the Business prepared by a third party engaged by Seller or its affiliate. None of payments specified in this Section 9.1(d) shall be an exclusive remedy and, as such, each of the Parties shall have all of the remedies available to it under this Agreement, including those specified in Section 13.11.
Failure to Close. If the Closing Date has not occurred by 23H59 on the Longstop Date (or such later date as may be agreed by the Facility Agent, acting on the instructions of all the Lenders), the Total Commitments shall immediately, automatically and without a requirement for notice to be given to any person, be cancelled and reduced to zero.
Failure to Close. If a seller or lessor in an agreement made on behalf of Xxxxx fails to close such agreement, with no fault on the part of the Buyer, the Buyer shall have no obligation to pay the commission provided for in Section 8. If such transaction fails to close because of any fault on the part of Buyer, such commission will not be waived, but will be due and payable immediately. In no case shall Sponsoring Broker or Xxxxx's Designated Agent be obligated to advance funds for the benefit of Buyer in order to complete a closing.
Failure to Close. This Agreement will automatically terminate on December 1, 1999, if the Closing shall not have occurred on or before such date, unless the parties shall have otherwise agreed in writing prior to such date. No party will be liable in damages to any other party as a result of termination pursuant to this Article 17 unless the failure of the Closing was due to the failure of such party to comply with the terms of this Agreement.
Failure to Close. The Executive’s employment hereunder shall terminate in the event that the Closing Date does not occur prior to the Outside Closing Date.
Failure to Close. If the Closing does not occur on or before the scheduled closing date as set forth in Section 2.1 hereof, either party may terminate this Agreement by giving written notice to the other party. Thereafter, neither party shall have any further obligations to the other hereunder, other than any obligations and liabilities arising prior to such termination and those obligations that by their terms survive the termination of this Agreement.
