Common use of Failure to Complete Clause in Contracts

Failure to Complete. (a) If the Vendor fails to attend the Closing or is present but fails for any reason whatsoever to complete the sale of the Transfer Interest when the Purchaser is ready, willing and able to do so, the Purchaser may deposit the Purchase Price for the Transfer Interest into a special account at any branch in Vancouver, British Columbia of any Canadian chartered bank in the name of the Vendor and such deposit will constitute valid and effective payment to the Vendor at the Closing even though the Vendor may have voluntarily encumbered or disposed of any of the Transfer Interest and notwithstanding the fact that a certificate or certificates representing any of the Transfer Interest may have been delivered to any pledgee, transferee or other person. (b) If the Purchaser deposits the Purchase Price for the Transfer Interest into a special account pursuant to section 12.6(a), then from and after the date of such deposit (even if any Certificate representing any of the Transfer Interest have not been delivered to the Purchaser or the Partnership) the sale and purchase of the Transfer Interest will be deemed to have been completed and all right, title, benefit and interest, both at law and in equity, in and to the Transfer Interest will be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all right, title, benefit and interest, both at law and in equity, of the Vendor, and of any assignee, transferee or other person having any interest, legal or equitable, in or to the Transfer Interest, whether as a Partner or creditor of the Partnership or the Vendor, or otherwise, will cease and determine, but the Vendor will be entitled to receive the Purchase Price for the Transfer Interest, without interest, upon completion of all acts and deeds as were required of the Vendor to complete the sale of the Transfer Interest. (c) For the purposes of this section 12.6, each Limited Partner hereby irrevocably constitutes and appoints each other Limited Partner as his true and lawful attorney in fact and agent for, in the name of and on behalf of such first Limited Partner to execute and deliver, and to receive delivery of, all such assignments, transfers, deeds, assurances and instruments as may be necessary to effectively complete the sale of any Interest on the records of the Partnership and such appointment and power of attorney will not be revoked by the bankruptcy, insolvency, winding-up, liquidation, dissolution, incapacity or death of such first Limited Partner and such first Limited Partner hereby ratifies and confirms and agrees to ratify and confirm all that any Limited Partner, as attorney in fact and agent for, in the name of and on behalf of such first Limited Partner, may lawfully do or cause to be done by virtue of this section 12.6. (d) If either the Vendor or the Purchaser fails to complete the Contract as required herein the Contract is specifically enforceable and nothing in this Agreement will be construed to mitigate the availability of the remedy of specific performance in respect of the Contract in a court of law.

Failure to Complete. (a) If the Vendor fails to attend the Closing or is present but fails for any reason whatsoever to complete the sale of the Transfer Interest when the Purchaser is ready, willing and able to do so, the Purchaser may deposit the Purchase Price for the Transfer Interest into a special account at any branch in Vancouver, British Columbia of any Canadian chartered bank in the name of trust for the Vendor and such deposit will shall constitute valid and effective payment to the Vendor at the Closing even though the Vendor may have voluntarily encumbered or disposed of any of the Transfer Interest and notwithstanding the fact that a certificate or certificates representing any of the Transfer Interest may have been delivered to any pledgee, transferee or other person. (b) If the Purchaser deposits the Purchase Price for the Transfer Interest into a special account pursuant to section 12.6(aparagraph 8.6(a), then from and after the date of such deposit (even if any Certificate certificate representing any of the Transfer Interest have has not been delivered to the Purchaser or the PartnershipCorporation) the sale and purchase of the Transfer Interest will shall be deemed to have been completed and all right, title, benefit and interest, both at law and in equity, in and to the Transfer Interest will shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all right, title, benefit and interest, both at law and in equity, of the Vendor, and of any other assignee, transferee or other person having any interest, legal or equitable, in or to the Transfer Interest, whether as a Partner shareholder or creditor of the Partnership Corporation or the Vendor, or otherwise, will shall cease and determine, but the Vendor will shall be entitled to receive the Purchase Price for the Transfer Interest, without interest, upon completion of all acts and deeds as were required of the Vendor to complete the sale of the Transfer Interest. (c) For the purposes of this section 12.6Subsection 8.6, each Limited Partner Shareholder hereby irrevocably constitutes and appoints each other Limited Partner Shareholder as his its true and lawful attorney in fact and agent for, in the name of and on behalf of such first Limited Partner Shareholder to execute and deliver, and to receive delivery of, all such assignments, transfers, deeds, assurances and instruments as may be necessary to effectively complete the sale of any Interest pursuant to Sections 5, 6 or 7 on the records of the Partnership Corporation, and such appointment and power of attorney will shall not be revoked by the bankruptcy, insolvency, winding-up, liquidation, dissolution, incapacity or death of such first Limited Partner Shareholder and such first Limited Partner Shareholder hereby ratifies and confirms and agrees to ratify and confirm all that any Limited Partnerother Shareholder, as attorney in fact and agent for, in the name of and on behalf of such first Limited PartnerShareholder, may lawfully do or cause to be done by virtue of this section 12.6paragraph 8.6(c). (d) If the Purchaser defaults at the Closing in paying the Purchase Price for the Transfer Interest, then the Vendor may, by delivering written notice to the Purchaser and the Corporation that the Vendor is terminating the Contract, terminate the Contract and retake possession of the Transfer Interest as the absolute owner thereof, in which event the rights of the Purchaser in respect of the Transfer Interest shall revert to the Vendor and the Vendor shall be entitled, upon delivering to the Corporation and each Shareholder its duly executed subscription to this Agreement to the return from the Corporation of the documents delivered by the Vendor to the Corporation in escrow in connection with the Contract. (e) If either the Vendor or the Purchaser fails to complete the Contract as required herein herein, the Contract is specifically enforceable and nothing in this Agreement will shall be construed to mitigate the availability of the remedy of specific performance in respect of the Contract in a court of law.

Failure to Complete. (a) If the Vendor fails to attend the Closing or is present but fails for any reason whatsoever to complete the sale of the Transfer Interest when the Purchaser is ready, willing and able to do so, the Purchaser may deposit the Purchase Price for the Transfer Interest into a special account at any branch in Vancouver, British Columbia of any Canadian chartered bank in the name of of, or in a solicitor's trust account for the Vendor benefit of, the Vendor, and such deposit will constitute valid and effective payment to the Vendor at the Closing even though the Vendor may have voluntarily encumbered or disposed of any of the Transfer Interest and notwithstanding the fact that a certificate or certificates representing any of the Transfer Interest may have been delivered to any pledgee, transferee or other personClosing. (b) If the Purchaser deposits the Purchase Price for the Transfer Interest into a special account pursuant to section 12.6(a9.6(a), then from and after the later of the date of such deposit (even if any Certificate certificate representing any of the Transfer Interest have has not been delivered to the Purchaser or the PartnershipCompany) the sale and purchase of the Transfer Interest will be deemed to have been completed and all right, title, benefit and interest, both at law and in equity, in and to the Transfer Interest will be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all right, title, benefit and interest, both at law and in equity, of the Vendor, and of any assignee, transferee or other person Person having any interest, legal or equitable, in or to the Transfer Interest, whether as a Partner shareholder or creditor of the Partnership Company or the Vendor, or otherwise, will cease and determine, but the Vendor will be entitled to receive the Purchase Price for the Transfer Interest, without interest, upon completion of all acts and deeds as were required of the Vendor to complete the sale of the Transfer Interest. (c) For the purposes of this section 12.69.6, each Limited Partner Shareholder hereby irrevocably constitutes and appoints each other Limited Partner Shareholder as his its true and lawful attorney in fact and agent for, in the name of and on behalf of such first Limited Partner Shareholder to execute and deliver, and to receive delivery of, all such assignments, transfers, deeds, assurances and instruments as may be necessary to effectively complete the sale of any Interest pursuant to this Agreement on the records of the Partnership Company, and such appointment and power of attorney will not be revoked by the bankruptcy, insolvency, winding-up, liquidation, dissolution, incapacity or death of such first Limited Partner Shareholder and such first Limited Partner Shareholder hereby ratifies and confirms and agrees to ratify and confirm all that any Limited PartnerShareholder, as attorney in fact and agent for, in the name of and on behalf of such first Limited PartnerShareholder, may lawfully do or cause to be done by virtue of this section 12.69.6(c). (d) If either the Purchaser defaults at the Closing in paying the Purchase Price for the Transfer Interest, then the Vendor or may, by delivering written notice to the Purchaser fails to complete and the Contract as required herein Company that the Contract is specifically enforceable and nothing in this Agreement will be construed to mitigate the availability of the remedy of specific performance in respect of the Contract in a court of law.Vendor is

Failure to Complete. (a) If the Vendor fails to attend the Closing or is present but fails for any reason whatsoever to complete the sale of the Transfer Interest when the Purchaser is ready, willing and able to do so, the Purchaser may deposit the Purchase Price for the Transfer Interest into a special account at any branch in Vancouver, British Columbia of any Canadian chartered bank in the name of the Vendor and such deposit will shall constitute valid and effective payment to the Vendor at the Closing even though the Vendor may have voluntarily encumbered or disposed of any of the Transfer Interest and notwithstanding the fact that a certificate or certificates representing any of the Transfer Interest may have been delivered to any pledgee, transferee or other person. (b) If the Purchaser deposits the Purchase Price for the Transfer Interest into a special account pursuant to section 12.6(aparagraph 11.7(a), then from and after the date of such deposit (even if any Certificate certificate representing any of the Transfer Interest have has not been delivered to the Purchaser or OR the PartnershipCompany) the sale and purchase of the Transfer Interest will shall be deemed to have been completed and all right, title, benefit and interest, both at law and in equity, in and to the Transfer Interest will shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all right, title, benefit and interest, both at law and in equity, of the Vendor, and of any other assignee, transferee or other person having any interest, legal or equitable, in or to the Transfer Interest, whether as a Partner shareholder or creditor of the Partnership Company or the Vendor, or otherwise, will shall cease and determine, but the Vendor will shall be entitled to receive the Purchase Price for the Transfer Interest, without interest, upon completion of all acts and deeds as were required of the Vendor to complete the sale of the Transfer Interest. (c) For the purposes of this section 12.6subsection 11.7, each Limited Partner Shareholder hereby irrevocably constitutes and appoints each other Limited Partner Shareholder as his its true and lawful attorney in fact and agent for, in the name of and on behalf of such first Limited Partner Shareholder to execute and deliver, and to receive delivery of, all such assignments, transfers, deeds, assurances and instruments as may be necessary to effectively complete the sale of any Interest pursuant to sections 5, 6, 8, 9 or 10 on the records of the Partnership Company, and such appointment and power of attorney will shall not be revoked by the bankruptcy, insolvency, winding-up, liquidation, dissolution, incapacity or death of such first Limited Partner Shareholder and such first Limited Partner fast Shareholder hereby ratifies and confirms and agrees to ratify and confirm all that any Limited Partnerother Shareholder, as attorney in fact and agent for, in the name of and on behalf of such first Limited PartnerShareholder, may lawfully do or cause to be done by virtue of this section 12.6paragraph 11.7(c). (d) If the Purchaser defaults at the Closing in paying the Purchase Price for the Transfer Interest, then the Vendor may, by delivering written notice to the Purchaser and the Company that the Vendor is terminating the Contract, terminate the Contract and retake possession of the Transfer Interest as the absolute owner thereof, in which event the rights of the Purchaser in respect of the Transfer Interest shall revert to the Vendor and the Vendor shall be entitled, upon delivering to the Company and each Shareholder its duly executed subscription to this Agreement to the return from the Company of the documents delivered by the Vendor to the Company in escrow in connection with the Contract. (e) If either the Vendor or the Purchaser fails to complete the Contract as required herein herein, the Contract is specifically enforceable and nothing in this Agreement will shall be construed to mitigate the availability of the remedy of specific performance in respect of the Contract in a court of law.