Remedies for Failure to Close Sample Clauses

Remedies for Failure to Close. (a) In the event all or any of the Principals, Project Entities or their affiliates default in the performance of any of the Transaction Agreements, SCOLP may, as SCOLP’s exclusive remedy: (i) terminate this Agreement and all of the other Transaction Agreements by written notice delivered to the Principals at or prior to the Closing Date and receive a full refund of the Deposit and all earnings thereon; or (ii) obtain specific performance of the terms and conditions hereof and of the other Transaction Agreements provided that any suit for specific performance must be brought within ninety (90) days after such default, to the extent permitted by law. Notwithstanding the foregoing, in no event will the Principals, Project Entities or their affiliates be liable or responsible for (and SCOLP hereby waives) all claims to recover any monetary damages whatsoever, whether general, special, incidental or consequential allegedly arising from any breach of this Agreement by the Principals, Project Entities or their affiliates; provided, however, that, in the event that either (i) the Principals are unable to obtain the requisite consent of Tremont to the transactions contemplated by this Agreement, SCOLP shall receive a full refund of the Deposit and the Principals and the Project Entities, jointly and severally, shall promptly reimburse SCOLP for the lesser of One Hundred Thousand Dollars ($100,000) or SCOLP’s actual, out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement, or (ii) the Principals are unable to receive from the existing lenders the necessary consents and releases to release the Communities from any and all security interests, pledges, liens, claims or encumbrances prior to Closing, SCOLP shall receive a full refund of the Deposit and the Principals and the Project Entities shall, jointly and severally, promptly reimburse SCOLP for up to One Hundred Thousand Dollars ($100,000) of SCOLP’s costs and expenses incurred in connection with the transaction contemplated by this Agreement. In the event SCOLP or its affiliates default in the performance of this Agreement or the other Transaction Agreements, the Principals shall be entitled to terminate this Agreement and have the Escrow Agent pay to the Principals, as liquidated damages, the Deposit (and all earnings thereon), the same being the Principals’ sole and exclusive remedy, and SCOLP shall have no further or other liability hereunder. The Principals...
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Remedies for Failure to Close. (a) In the event at Closing all conditions to the obligations of Purchaser to close have been satisfied or waived and Purchaser fails or refuses to close other than for Seller’s default, Seller shall be entitled, as Seller’s sole remedies at law or in equity, either to enforce specific performance of Purchaser’s obligations or to terminate this Agreement pursuant to Article 11. In the event at Closing all conditions to the obligations of Seller to close have been satisfied or waived and Seller fails or refuses to close other than for Purchaser’s default, Purchaser shall be entitled, as Purchaser’s sole remedies, (1), at its election, either to enforce specific performance of Seller’s obligations or to terminate this Agreement pursuant to Article 11, and, in addition, (2) to obtain reimbursement from Seller for of the costs of its Purchaser Xxxxxx, as provided in (c) below.
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Remedies for Failure to Close. (a) In the event the Closing is not successfully consummated because one Participant has made an Intentional Misrepresentation in its representations and warranties and, for that reason, the other Participant withdraws from the Proposed Transactions, the Participant that has made the Intentional Misrepresentation shall promptly reimburse the withdrawing Participant for its costs and expenses incurred in connection with the Proposed Transactions.
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Remedies for Failure to Close. (a) In the event (i) all or any of the Principals shall fail to perform their obligations under Section 3 or any of their obligations to close the transactions contemplated hereunder and all conditions then required hereunder for such obligation to perform shall have been satisfied, or waived by them, or (ii) any Conveying Party shall fail to perform any of its obligations to close the transactions contemplated by its respective Contribution Agreement and all conditions then required thereunder for such obligations to perform shall have been satisfied, or waived by it, the Sun Group and the Acquiring Parties, at their option and as their sole and exclusive remedies, shall be entitled to: (A) terminate this Agreement and the Contribution Agreements by written notice delivered to the Principals and recover from the Principals, as liquidated damages, the aggregate sum of One Million Dollars ($1,000,000.00), for such failure to close the transactions under this Agreement and the Contribution Agreements, and thereafter neither any Principal, any Conveying Party, any member of the Sun Group or any Acquiring Party shall have any further or other liability hereunder or under any Contribution Agreement, except to the extent expressly provided herein and therein; or (B) waive the default and proceed to consummate the transactions described in this Agreement and the Contribution Agreements.
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Remedies for Failure to Close. (a) If Seller fails or refuses to close without cause or justification authorized in this Agreement, and if Purchaser is not in default hereunder and is itself ready, willing, and able to close hereunder, Purchaser, as its exclusive remedies, shall be entitled either to (i) terminate this Agreement or (ii) xxx for specific performance of this Agreement in a court of competent jurisdiction; and (b) if Purchaser fails or refuses to close without cause or justification authorized in this Agreement, and if Seller is not in default hereunder and is itself ready, willing, and able to close hereunder, Seller shall be entitled either to (i) terminate this Agreement or (ii) xxx for specific performance of this Agreement in a court of competent jurisdiction.
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Remedies for Failure to Close. (a) If Seller fails or refuses to close without cause or justification authorized in this Agreement, and if Purchaser is not in default hereunder and is itself ready, willing, and able to close hereunder, Purchaser shall be entitled to seek specific performance of this Agreement and/or recover its actual damages for the breach hereof by Seller through institution of appropriate litigation; and (b) If Purchaser fails or refuses to close without cause or justification authorized in this Agreement, and if Seller is not in default hereunder and is itself ready, willing, and able to close hereunder, Seller, as its exclusive remedy, shall be entitled to recover its actual damages for the breach hereof by Purchaser through institution of appropriate litigation.
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Remedies for Failure to Close. (a) Notwithstanding anything to the contrary in Section 6.3(c), in the event that (i) the Shareholders or the Corporation or any of their Agents breach Section 5.9 of this Agreement, (ii) the Closing does not occur, other than as a result of the Shareholders termination pursuant to Section 6.2(a) above, and (iii) within six (6) months of termination of this Agreement, the Shareholders or the Corporation enter into an agreement to consummate a Transaction, notwithstanding any other provision set forth in this Agreement, the Shareholders shall promptly pay to Purchaser and Purchaser shall be entitled to receive, within three (3) days after the closing of the Transaction:
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Remedies for Failure to Close 
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Related to Remedies for Failure to Close

  • Remedies for Default (a) Enterprise Services’ rights to suspend and terminate Contractor’s rights under this Master Contract are in addition to all other available remedies.

  • Remedies for Breach It is understood and agreed that all rights and remedies afforded below shall be in addition to all remedies or actions otherwise authorized or permitted by law:

  • 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.

  • Remedies for Breaches of This Agreement 20 (a) Survival of Representations and Warranties 20

  • No Waiver; Remedies, Etc No failure on the part of any Agent or any Lender to exercise, and no delay in exercising, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right under any Loan Document preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies of the Agents and the Lenders provided herein and in the other Loan Documents are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law. The rights of the Agents and the Lenders under any Loan Document against any party thereto are not conditional or contingent on any attempt by the Agents and the Lenders to exercise any of their rights under any other Loan Document against such party or against any other Person.

  • Remedies for Events of Default If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Notes then outstanding may declare all the Notes to be immediately due and payable. If a bankruptcy or insolvency default with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, the Notes automatically become immediately due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of any trust or power.

  • REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH Section 3.01 Seller Representations and Warranties Relating to the Mortgage Loans.

  • REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER 5.1 It is hereby acknowledged that Seller shall make for the benefit of the Trustee on behalf of the holders of the Certificates, whether directly or by way of Purchaser’s assignment of its rights hereunder to the Trustee, the representations and warranties set forth on Exhibit 2 hereto (each as of the date hereof unless otherwise specified).

  • REMEDIES, ETC CUMULATIVE. Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or any other Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Pledgee or any other Secured Creditor to any other or further action in any circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the Administrative Agent or the Pledgee, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least the majority of the outstanding Other Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Pledgee or the holders of at least a majority of the outstanding Other Obligations, as the case may be, for the benefit of the Secured Creditors upon the terms of this Agreement.

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