Pre-Closing Defaults Sample Clauses

Pre-Closing Defaults. In the event that on the Closing Date Seller has defaulted on its obligations hereunder in any material respect, then, subject to the provisions set forth below, Buyer shall be entitled, as its sole remedy, to either: (a) treat this Agreement as being in full force and effect and pursue only the remedy of specific performance against Seller; or (b) terminate this Agreement and receive a return of the Deposit together with any interest earned thereon (and the parties shall jointly instruct Escrow Holder to promptly return the Deposit, together with any interest earned thereon, to Buyer) and in the event of a willful and knowing default intended by Seller to thwart the consummation of the Closing hereunder, Seller shall reimburse Buyer for Buyer’s actual third-party costs and expenses incurred in connection with its due diligence review of the Property (evidenced by invoices or other evidence reasonably satisfactory to Seller) and Seller shall be liable to Buyer for all actual damages incurred by Buyer resulting from Seller’s default and Seller shall not have any further liability or obligation to Buyer hereunder nor shall Buyer have any further liability or obligation to Seller hereunder, except for such obligations as are specifically stated to survive the termination of the Agreement. Buyer waives any right to pursue any other remedy at law or in equity for any default of Seller, including, without limitation, any right to seek, claim or obtain damages, other than as set forth in this Agreement or in the case of Seller’s fraud, but in no case shall Buyer seek punitive damages or consequential damages. Notwithstanding anything to the contrary contained in this Agreement, if prior to the Closing Date, Buyer has or obtains knowledge that Seller has defaulted on its obligations hereunder in any respect, and Buyer nevertheless proceeds with the Closing, then the default by Seller as to which Buyer shall have such knowledge shall be deemed waived by Buyer and Seller shall have no liability to Buyer or its successors and assigns in respect thereof. Buyer shall promptly notify Seller in writing within two (2) Business Days if Buyer has or obtains knowledge that Seller has defaulted on its obligations hereunder in any respect.
Sample 1
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Pre-Closing Defaults. (a) If either Hines or the Partnership, on the one hand, or Sumitomo, on txx xxher hand (in either case, the "Defaulting Party") is in material breach of its obligations, covenants or agreements set forth herein whether relating to one or more Properties, and if the other party or parties (collectively, the "Non-Defaulting Party") is not in breach of its obligations, covenants or agreements in this Agreement and there is no condition to the Defaulting Party's obligation to close which cannot be satisfied by the Closing Date if the parties perform their obligations under this Agreement, and such Defaulting Party fails to cure such breach within ten Business Days after receipt of notice thereof (or such longer period as may be required to cure such breach, provided that the Defaulting Party has promptly commenced and diligently prosecutes such cure to completion, but in no event in excess of 30 days, it being understood that such party shall be entitled to adjourn the Closing to complete such cure), the Non-Defaulting Party shall be entitled, as its sole and exclusive remedy (subject to Sections 13.1(b) and (c) below), to terminate this Agreement in its entirety (prior to the First Closing) or as to the Second Closing Property (after the First Closing) and receive and recover from the Defaulting Party the Transaction Cost Reimbursement. As used herein, the term "
Sample 1

Related to Pre-Closing Defaults

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

  • Buyer Default If Buyer defaults under this Contract after the Review Period, and such default continues for thirty (30) days following written notice from Seller (provided no notice shall extend the time for Closing), then at Seller’s election by written notice to Buyer, this Contract shall be terminated and of no effect, in which event the Xxxxxxx Money Deposit, including any interest thereon, shall be paid to and retained by the Seller as Seller’s sole and exclusive remedy hereunder, and as liquidated damages for Buyer’s default or failure to close, and both Buyer and Seller shall thereupon be released from all obligations hereunder.

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Certain Post Closing Covenants In addition to the covenants contained in other sections of this Agreement, the Seller hereby covenants and agrees as follows:

  • Closing Events At the Closing, each of the respective parties hereto shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged, and delivered) any agreements, resolutions, rulings, or other instruments required by this Plan to be so delivered at or prior to Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transaction contemplated hereby.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

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