Failure to Consummate. If at the end of the 240th day following the date of the effectiveness (in accordance with Section 13.2) of the Participation Notice the Company has not completed the Issuance on the terms and conditions specified in such Participation Notice, each Participating Buyer will be released from its obligations under such Participating Buyer’s Participation Commitment, the Participation Notice will be null and void, and it will be necessary for a separate Participation Notice to be furnished, and the terms and provisions of this Article 13 separately complied with, in order to consummate any Issuance subject to this Article 13.
Failure to Consummate. If the Continuing Party fails to consummate --------------------- the Redemption Procedure (other than on account of default of the Withdrawing Party) on the Redemption Closing Date, then the Withdrawing Party shall retain the escrow deposit(s) made pursuant to Section 16.5 as liquidated damages, and, in addition, may elect to purchase any or all of the Continuing Party's City Group Interest(s) at the applicable Redemption Price (as recalculated pursuant to Section 16.3 hereof) by delivering a Notice to such effect to the Continuing Party (i.e., the Member who was in default as a result of its failure to timely purchase) within thirty (30) days following the Redemption Closing Date. In such event, closing shall take place within thirty (30) days thereafter. If the Withdrawing Party fails to consummate the Redemption Procedure (other than on account of default of the Continuing Party), then, in addition to all other rights and remedies that the Continuing Party would have at law or in equity, the Continuing Party may maintain an action for specific performance of the Redemption Procedure. If the Continuing Party fails timely to make any deposit required by Section 16.5 hereof, the Continuing Party and the MG Guarantor or the Highwoods Guarantor, as appropriate, shall be personally liable to the Withdrawing Party for the amount of such deposit, which liability shall be treated as a demand obligation.
Failure to Consummate. In the event that the transactions contemplated by this Agreement are not consummated as a result of the failure of Seller, the Company or any Affiliate thereof to use its respective reasonable best efforts to obtain the consents of Clients pursuant to Section 6.12 by June 30, 2003, Seller Parent and the Company jointly and severally agree to pay to Buyer an amount for each of the four months following June 30, 2003 equal to the product of (a) $1 million and (b) a fraction, the numerator of which is the portion of the Deemed Assets which are not transferred to Buyer as contemplated by this Agreement on or prior to June 30, 2003, and the denominator of which is the total amount of Deemed Assets; provided, that the amount of such payments shall not equal more than $4 million in the aggregate; provided further that (i) Buyer may also not seek indemnity under Article X for claims based solely on the failure of Seller obtain such Client consents and (ii) subject to clause (i), nothing in this Section 6.13 shall reduce, restrict or modify Buyer's rights or Seller's obligations under Article X. Any payment required to be made to Buyer under this Section 6.13 shall be made to Buyer no later than the fifth (5th) business day of the month in which such payment is due, commencing with the first month following June 30, 2003.
Failure to Consummate. (i) The provisions of Sections 4.1(d)(ii) and (iii) shall apply if:
(A) Oaktree and DGOC (or their applicable Affiliates) have entered into the same Definitive Acquisition Agreement with respect to an Acquisition Opportunity (or multiple Definitive Acquisition Agreements with respect to the same Acquisition Opportunity for which the closing of the transactions contemplated thereby are cross-conditioned on one another);
(B) the closing of the transactions contemplated by the applicable Definitive Acquisition Agreement(s) in respect of such Acquisition Opportunity is not consummated as a result of any failure or refusal of Oaktree or DGOC (or their respective applicable Affiliate(s)) (as applicable, the “Non-Closing Party”) to consummate the closing of such transactions and not, for purposes of clarity, as a result of the exercise of a termination right by the Non-Closing Party or the applicable Acquisition Opportunity Seller (other than as a result of a breach of such Definitive Acquisition Agreement by the Non-Closing Party) to any such Definitive Acquisition Agreement, in each case in accordance with the terms thereof (whether a result of a title, environmental and/or casualty loss “walk right” termination right or otherwise);
(C) at the time of such failure or refusal to consummate the closing of such transactions by the applicable Non- Closing Party, all of such Non-Closing Party’s conditions to closing set forth in the applicable Definitive Acquisition Agreement(s) were satisfied or fulfilled (or had otherwise been waived in writing by such Non-Closing Party); and
(D) the applicable Acquisition Opportunity Seller and the other Party (or its applicable Affiliate) were each ready, willing and able to consummate the closing of the transactions contemplated by the applicable Definitive Acquisition Agreement(s) in respect of such Acquisition Opportunity.
(ii) If the conditions set forth in Section 4.1(d)(i) are met:
(A) the Non- Closing Party (or, if the Non-Closing Party is an Affiliate of a Party, such Party) who failed or refused to consummate the closing of such transactions shall be solely liable for all Liabilities owed to the applicable Acquisition Opportunity Seller as a result of such failure or refusal to close under the terms of all Definitive Acquisition Agreements applicable to such Acquisition Opportunity, including, as applicable, forfeited deposits, liquidated damages and/or reverse termination fees (but subject to any applicable limitations...
Failure to Consummate. If, for regulatory or other reasons, the Parties are not able to consummate any or all of the conveyances and assignments contemplated by Article 2, they shall cooperate in good faith with each other to agree on, and shall use their commercially reasonable efforts to effect, an alternative transaction that as closely as practicable achieves the purposes of this Agreement and the intent of the parties and provides to Liberty and its Affiliates the economic and other benefits that would otherwise have accrued to Liberty and its Affiliates, and transfers to DIRECTV and its Affiliates the benefits and obligations of Liberty and its Affiliates that would have otherwise been transferred to DIRECTV and its Affiliates, had the conveyances and assignments contemplated by Article 2 been consummated as contemplated hereby.
Failure to Consummate. In the event that the Merger is consummated and the Secondary Offering is not consummated pursuant to the Registration Agreement on or prior to the Deadline Date, other than as a result of the breach by AMCE of the Registration Agreement, Xxxxxxx X. Xxxxxxx, the 1992 Trust, the 1989 Trust and Delta shall jointly and severally (i) pay to AMCE a fee equal to an aggregate of $2,000,000 to compensate AMCE for the diversion of its officers and other employees in connection with the Secondary Offering and (ii) reimburse AMCE for all of its Merger Expenses.
Failure to Consummate. In the event that the Drag Along Sale is not consummated or the Buyer fails timely to remit to each participating Stockholder or Investor its respective portion of the sale proceeds, the Buyout Offer shall be deemed to lapse, and any Transfer pursuant to such Buyout Offer shall be in violation of the provisions of this Agreement unless the Drag Along Parties sends a new Drag Along Notice and once again complies with the provisions of this Section 2.4 with respect to such Buyout Offer.
Failure to Consummate. 3.1.1 In the event that (x) Bridger’s rights with respect to the Second Purchase have terminated in accordance with Section 3.1 or (y) the First Purchase is consummated and either (1) Bridger fails to deliver a Second Purchase Election Notice by the Second Purchase Date in accordance with Section 3.2 or (2) Bridger delivers a Second Purchase Election Notice in accordance with Section
Failure to Consummate. By either Party, if (i) all of the conditions set forth in Sections 6.1 and 6.2 have been satisfied by that Party (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their nature are to be satisfied by actions taken at the Closing), (ii) that Party has notified the other Party in writing that it is ready and willing to consummate the transactions contemplated by this Agreement (subject to the satisfaction of all of the conditions set forth in Sections 6.1 and 6.3) and (iii) the other Party fails to consummate the transactions contemplated by this Agreement within three Business Days following the delivery of such notice (for the avoidance of doubt, it being understood that in accordance with the proviso to Section 7.1(b), during such period of three Business Days following delivery of such notice, the other Party shall not be entitled to terminate this Agreement pursuant to Section 7.1(b)). The Party desiring to terminate this Agreement pursuant to any clause of this Section 7.1 (other than clause (a)) shall give written notice of such termination to the other Party in accordance with Section 8.2, specifying the provision or provisions hereof pursuant to which such termination is affected.
