Non-performance of Closing actions Sample Clauses

Non-performance of Closing actions. If a Party does not perform any of its respective closing actions on or before the Closing Date, such Party shall be deemed in default (without the other Party having to give notice of default) and the other Party shall not be obligated to fulfill its respective closing actions. In case the Closing cannot be fully completed, the Parties undertake to use their reasonable best efforts to unwind all closing actions initiated or taken, without prejudice to any remedies available to it based on default, non-performance or defective performance
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Non-performance of Closing actions. If any of the provisions of clause 5.2 above is not complied with in all material respects by the Buyer or Seller (the "Defaulting Party"), then without prejudice to any remedies available, the other Party (the "Non-Defaulting Party") shall be entitled, in its discretion, to 5.3.1 effect Closing so far as practicable having regard to the defaults that have occurred (in which case, such Closing shall be without prejudice to any rights which the Non-Defaulting Party has under this Agreement); or 5.3.2 specify a new Closing Date (being a Business Day not more than twenty (20) Business Days after the original date for Closing pursuant to Clause 5.1, in which event the provisions of clause 5 (except for this clause 5.3.2) shall apply to Closing so deferred). In the case the Seller exercises its rights under this clause 5.3.2 due to a failure by the Buyer to comply with clause 5.2.1, then Default Interest shall be payable in accordance with clause 3.2 on the Purchase Price from the date on which Closing should have occurred, and in clause 7.1, the reference to "Closing Date" shall be read as a reference to the date on which Closing has actually occurred.
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Non-performance of Closing actions. If any of the provisions of Section 4.2 above is not complied with in all material respects, then without prejudice to any other remedies available, the other Party shall be entitled, in its discretion, to: 4.3.1 effect Closing so far as practicable having regard to the defaults that have occurred; or 4.3.2 specify a new date for Closing (being a Business Day not more than five (5) Business Days after the date for Closing pursuant to Section 4.1, in which event the provisions of this Section 4 (except for this Section 4.3.2) shall apply to Closing so deferred); or 4.3.3 terminate this Agreement, provided that such Party has previously invoked Section 4.3.2.
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Non-performance of Closing actions. Without prejudice to following par. 7.3.2, if any of the provisions of clause 7.2 above is not complied in all material respects by the Buyer or the Seller then, without prejudice to any other remedies available, the non-breaching Party shall be entitled, in its discretion, to: 7.3.1 effect Closing so far as practicable having regard to the defaults that have occurred provided that the effects wanted by the concerned Party is however met; or 7.3.2 specify a new date for Closing (being a Business Day not more than 20 (twenty) Business Days after the date of the Closing pursuant to clause 7.1 provided that the provisions of this clause 7.3 (except for this clause 7.3.2) shall apply to the Closing so deferred; 7.3.3 bring action to compel the performance of the Closing with costs to be borne by the breaching Party.
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Non-performance of Closing actions. 6.3.1 If any Party (the “Performing Party”) has taken steps towards fulfilment of its obligations under clause 6.2, and this Agreement is subsequently terminated without Closing having occurred, then upon request of the Performing Party, the other Parties shall use reasonable efforts to fully restore the Performing Party’s position as if no such steps had been taken. 6.3.2 If any of the provisions of clause 6.2 above is not complied with in all material respects by the Buyers or the Sellers, then without prejudice to any other remedies available, the other Party shall be entitled, in its discretion, to: (a) effect Closing so far as practicable having regard to the defaults that have occurred; or (b) specify a new date for Closing (being a Business Day not more than twenty (20) Business Days after the date for Closing pursuant to
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Non-performance of Closing actions. If any of the Parties hereto does not perform any of the Closing Actions set forth in Section 12 at the date of the Closing Meeting then, (i) in the case of a non-performance of the Purchasers, the Sellers shall be entitled to jointly withdraw from this Agreement by written notice to the Purchasers and, (ii) in the case of non-performance by any Seller, the Purchasers shall be entitled jointly to withdraw from this Agreement by written notice to the Sellers with immediate effect.
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Related to Non-performance of Closing actions

  • Non-Performance The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance by the RECIPIENT of all of its obligations under this Agreement. In the event the RECIPIENT unjustifiably fails, in the opinion of ECOLOGY, to perform any obligation required of it by this Agreement, ECOLOGY may refuse to pay any further funds, terminate in whole or in part this Agreement, and exercise any other rights under this Agreement. Despite the above, the RECIPIENT shall not be relieved of any liability to ECOLOGY for damages sustained by ECOLOGY and the State of Washington because of any breach of this Agreement by the RECIPIENT. ECOLOGY may withhold payments for the purpose of setoff until such time as the exact amount of damages due ECOLOGY from the RECIPIENT is determined.

  • Non-Performance of Other Covenants and Obligations Any Obligor shall default in the due performance and observance of any other agreement contained herein or in any other Loan Document executed by it, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender.

  • Excuse from performance of obligations If the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event, it shall be excused from performance of such of its obligations to the extent it is unable to perform on account of such Force Majeure Event; provided that: (a) the suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; (b) the Affected Party shall make all reasonable efforts to mitigate or limit damage to the other Party arising out of or as a result of the existence or occurrence of such Force Majeure Event and to cure the same with due diligence; and (c) when the Affected Party is able to resume performance of its obligations under this Agreement, it shall give to the other Party notice to that effect and shall promptly resume performance of its obligations hereunder.

  • Non-Performance of Certain Covenants and Obligations The Borrower shall default in the due performance or observance of any of its obligations under Sections 6.01(a), (b), (c) and (e), Section 6.07, Section 6.11 or Article VII; or

  • Specific Performance, Etc The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.

  • Performance of Contracts The Company shall not materially ------------------------ amend, modify, terminate, waive or otherwise alter, in whole or in part, any of the Employee Nondisclosure and Developments Agreements without the consent of the Company's Board of Directors.

  • Seller’s Performance All of the covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been duly performed and complied with in all material respects.

  • Contractor’s Performance Warranties Contractor represents and warrants to the State that: (i) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (ii) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (iii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

  • Performance of Replacements (a) Borrower shall make Replacements when required in order to keep the Property in condition and repair consistent with other similar properties in the same market segment in the metropolitan area in which the Property is located, and to keep the Property or any portion thereof from deteriorating. Borrower shall complete all Replacements in a good and workmanlike manner as soon as practicable following the commencement of making each such Replacement. (b) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials under contracts for an amount in excess of $100,000 in connection with the Replacements performed by Borrower. Upon Lender's request, Borrower shall assign any contract or subcontract to Lender. (c) In the event Lender determines in its reasonable discretion that any Replacement is not being performed in a workmanlike or timely manner or that any Replacement has not been completed in a workmanlike or timely manner, and such failure continues to exist for more than thirty (30) days after notice from Lender to Borrower, Lender shall have the option, upon ten (10) days notice to Borrower (except in the case of an emergency), to withhold disbursement for such unsatisfactory Replacement and to proceed under existing contracts or to contract with third parties to complete such Replacement and to apply the Replacement Reserve Fund toward the labor and materials necessary to complete such Replacement, and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (d) In order to facilitate Lender's completion or making of the Replacements pursuant to Section 7.3.3

  • Buyer’s Performance All of the covenants and obligations that Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been performed and complied with in all material respects.

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