Failure to Close Escrow Sample Clauses

Failure to Close Escrow. Notwithstanding the foregoing, if escrow does not close as herein provided, or any extension thereof in writing, this escrow shall terminate, Escrow Holder shall return all documents, things, and refundable monies deposited in escrow, to the respective parties, less Escrow Holder’s fees and costs. Escrow Holder shall remit directly to AGENCY the non-refundable Xxxxxxx Money Deposit, unless escrow does not close as a result of AGENCY’s material default hereunder, in which case, the Xxxxxxx Money Deposit shall be returned to BUYER. The parties shall release each other from any claims arising under the terms of this Agreement, except those terms expressly stated to survive such termination.
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Failure to Close Escrow. The Close of Escrow shall not have occurred on or before 5:00 p.m. (New York City time) on the Closing Date.
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Failure to Close Escrow. If the Closing shall not have occurred by January 3, 2001, and if the failure to close is due solely as a result of action taken or inaction by S3, where, but for such action or inaction, the Closing would have occurred, then S3 shall pay VIA $20,000,000. Such amount shall be paid on the termination of this Agreement. If the Closing shall not have occurred by the Scheduled Closing Date, and if the failure to close is not solely due to action or inaction taken by S3, VIA shall immediately pay S3 either $60,000,000 in cash or 6,000,000 shares of S3 common stock or any linear combination thereof. As security for such payment, concurrent with the execution of this Agreement, VIA shall execute the Escrow Agreement and shall deliver to S3 or its agent for deposit into escrow $60,000,000 in cash or 6,000,000 shares of S3 common stock or any linear combination thereof (the "Escrow Assets"). The payment provided by Section 5.7 and the payments provided in this Section 7.3 shall constitute the sole and exclusive remedy of any Party for damages resulting from the failure to timely file a HSR application under Section 5.7 and the failure to close under this Section 7.3.
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Failure to Close Escrow. If the “Closing Date” fails to occur on or before April 20, 2004, or, prior to such Closing Date, there has been a material adverse change with respect to Developer, the Property or the Project, upon the written demand therefor by Investor, such event shall work an immediate dissolution of the Company. As used herein, the “Closing Date” shall mean the date the Grant Deed is recorded in the Official Records of the County of Sacramento, State of California (the “Official Records”). If Investor delivers such written demand (A) the Developer shall immediately execute and file with the Delaware Secretary of State such forms as are necessary to effect the dissolution of the Company, (B) notwithstanding Section 3.5 all funds and documents deposited by the Members pursuant to this Agreement shall be immediately returned to the Members which deposited the same, and (C) the Members shall execute and deliver to any title, escrow or other closing agent instructions sufficient for the foregoing purposes. Nothing in this Section 1.8 shall require or permit the return to Developer of funds which Developer is not otherwise entitled to receive pursuant to this Agreement.
Sample 1
Failure to Close Escrow. Notwithstanding the foregoing, if escrow does not close as herein provided, or any extension thereof in writing, this escrow shall terminate, Escrow Holder shall return all documents, things, and refundable monies deposited in escrow, to the respective parties, less Escrow Holder’s fees and costs, and the parties shall release each other from any claims arising under the terms of this Agreement, except those terms expressly stated to survive such termination.
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Failure to Close Escrow. If this escrow is not in condition to close before the time for conveyance, established in Section III, B, 9 of this Agreement, either party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, provide notice to the nonperforming party of such condition and a right to cure, including a right to cure any liens, encumbrances, conditions or other defects on the title not otherwise permitted, as described in Section III, B, 6, in a manner set forth in Section VIII, A. Should the nonperforming party fail to cure the condition preventing Close of Escrow within the time period provided in Section VIII, A. all obligations and liabilities of the Parties under this Agreement shall cease and terminate. Nothing in this Section III, B, & shall be construed to impair or affect the rights or obligations of the City or the Developer to specific performance.
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Failure to Close Escrow 
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Related to Failure to Close Escrow

  • 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.

  • Termination for Failure to Close This Agreement shall automatically be terminated if the Closing Date shall not have occurred by July 7, 2016; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

  • Conditions Precedent to the Obligation of Seller to Close The obligation of the Seller 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 Seller in writing:

  • Failure to Fulfill Conditions In the event that either of the parties hereto determines that a condition to its respective obligations to consummate the transactions contemplated hereby cannot be fulfilled on or prior to the termination of this Agreement, it will promptly notify the other party.

  • Failure to Satisfy Conditions Precedent If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

  • Conditions Precedent to the Obligation of Buyer to Close The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions precedent, any one or more of which may be waived by Buyer 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):

  • 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.

  • Failure to Timely Deliver; Buy-In If on or prior to the Required Delivery Date the Company shall fail to issue and deliver to a Purchaser proof that the uncertificated Securities are free from all restrictive and other legends or a certificate or book entry statement and register such Common Shares on the Company's share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the balance account of such Purchaser or such Purchaser’s designee with DTC for the number of Common Shares to which such Purchaser submitted for legend removal by such Purchaser pursuant to Section 5.14 above (and is so entitled to removal), and if on or after such Trading Day such Purchaser purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by such Purchaser of Common Shares submitted for legend removal by such Purchaser pursuant to Section 5.14 above that the Purchaser anticipated receiving from the Company (a “Buy-In”), then the Company shall, within five Trading Days after such Purchaser’s request and in the Company’s discretion, either (i) pay cash to such Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any), for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to so deliver such certificate or book entry statement (and to issue such unlegended Common Shares) or credit such Purchaser’s balance account shall terminate and such shares shall be cancelled, or (ii) promptly honor its obligation to so deliver to such Purchaser a certificate or certificates or book entry statements representing such Common Shares or credit the balance account of such Purchaser or such Purchaser’s designee with DTC representing such number of Common Shares that would have been so delivered if the Company timely complied with its obligations hereunder and pay cash to such Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Purchased Shares or Warrant Shares (as the case may be) that the Company was required to deliver to such Purchaser by the Required Delivery Date multiplied by (B) the sale price per Common Share that the Purchaser agreed to sell and for which unrestricted Common Shares the Purchaser anticipated receiving from the Company. Nothing shall limit such Purchaser’s right to pursue any other remedies available to it hereunder, in equity, such as a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates or book entry statements representing Common Shares (or to electronically deliver such Common Shares) as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, this Section 5.15 shall not apply to the applicable Purchaser the extent the Company has already paid such amounts in full to such Purchaser pursuant to an analogous sections of the Warrant held by such Purchaser.

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