Remedies for Failure to Close Sample Clauses

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. (b) Purchaser and Seller agree and stipulate, as a matter of contract, that specific performance will be an available remedy for an unexcused failure to close, without regard to whether specific performance would otherwise be available under the laws of the State of Texas regarding remedies. A party claiming injury by a failure to close may immediately file suit under this section in state district court in Tarrant County, Texas, for specific performance and, if the party claiming injury is the Purchaser, for the cost of the Purchaser Xxxxxx, without the need to pursue dispute resolution or provide advance notice as otherwise required by Article 10. (c) Seller acknowledges that in connection with the execution and delivery of this Agreement Purchaser will be entering into Hedging Transactions at current NYMEX strip prices for the quantities of Hydrocarbons set forth in Schedule 3.3(c) (the “Purchaser Xxxxxx”). 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, or Purchaser terminates this Agreement pursuant to Section 11.1(f), Seller shall promptly pay to Purchaser (in addition to any other damages that Purchaser may be entitled to receive) the aggregate cost to Purchaser for the termination or unwinding of the Purchaser Xxxxxx.
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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. (b) In the event the Closing is not successfully consummated for any reason whatsoever other than the reason stated above in clause (a), each Participant shall bear all costs and expenses incurred by it in connection with the Proposed Transactions (including any Taxes), and neither Participant will have any obligation to reimburse the other for any of such costs and expenses. (c) The remedies set forth in this Section 3.6 are in addition to any applicable remedies set forth in Article XII, and all of such applicable remedies may be exercised singly or in any combination.
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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) 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. (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 
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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. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure for all Purchasers replacement goods and/or services. In such event, Contractor shall be liable to Enterprise Services for damages as authorized by law including, but not limited to, any price difference between the Master Contract price and the replacement or cover price as well as any administrative and/or transaction costs directly related to such replacement procurement – e.g., the cost of the competitive procurement.

  • 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: a. Cover/Substitute Performance In the event of Contractor's material breach that has not been cured within thirty (30) days following Contractor’s receipt of written notice of the material breach, the Commissioner may, with or without formally Bidding: (i) Purchase from other sources; or (ii) If the Commissioner is unsuccessful after making reasonable attempts, under the circumstances then-existing, to timely obtain acceptable service or acquire replacement Product of equal or comparable quality, the Commissioner may acquire acceptable replacement service or Product of lesser or greater quality. Such purchases may be deducted from the Contract quantity without penalty or liability to the State. The Commissioner agrees that Authorized Users shall accept allocated performance or deliveries during a period where Contractor is making good faith efforts to cure a material breach. b. Withhold Payment In any case where a reasonable question of material, uncured non-performance by Contractor arises, payment may be withheld in whole or in part at the discretion of the Commissioner. Should Contractor and the Commissioner fail to agree upon the question of “materiality” in an instance of non-performance, such failure to agree shall be a dispute under the Disputes clause. c. Bankruptcy In the event that the Contractor files, or there is filed against Contractor, a petition under the U.S. Bankruptcy Code during the term of this Centralized Contract, Authorized Users may, at their discretion, make application to exercise its right to set-off against monies due the Debtor or, under the Doctrine of Recoupment, be credited the amounts owed by the Contractor arising out of the same transactions.

  • Breach and Remedies for Breach The benefits associated with Sector membership will only accrue to the Members if each of them strictly complies with this Agreement. Each Member will make significant operational and financial commitments based on this Agreement, and any Member’s failure to fulfill any of its obligations under this Agreement could have significant adverse consequences for some or all other Members. Any failure by a Member to fulfill any of its obligations under this Agreement shall constitute a breach of this Agreement. Each Member shall be bound by the procedures set forth in this Section for determining whether a Member has breached this Agreement. The Sector shall be entitled to the remedies set forth in this Section if a Member is determined by the Sector to have breached this Agreement. Each Member shall take all actions and execute all documents the Manager deems necessary or convenient to give effect to the provisions of this Section.

  • 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. (B) If Buyer(s) fail to purchase the property as provided in this contract: Seller(s) may exercise legal remedies including suit for specific performance or damages. Seller(s) may elect to retain Xxxxxxx Money deposit as liquidated damages for breach of contract, in this case, it is agreed that Agent may retain from such Xxxxxxx Money deposit an amount not greater than his total commission of the sale had been consummated and the residue, if any, will be paid to Seller(s). (C) Xxxxx(s) and Seller(s) further agree that in the event of default by either that results in litigation, that the non-defaulting party may recover reasonable attorney fees and any other court costs, in addition to other damages provided for herein.

  • Remedies for Contractor Breach Pertaining to contract-related issues, it is the responsibility of both CMHA and the contractor to communicate with each other in as clear and complete a manner as possible. If at any time during the term of this contract CMHA or the contractor is not satisfied with any issue, it is the responsibility of that party to deliver to the other party communication, in writing, fully detailing the issue and corrective action (please note that CMHA has the right to issue unilateral addendums to this contract, but the contractor does not have the same right). The other party shall, within 10 days, respond in writing to the other party (however, CMHA shall retain the right to, if conditions warrant, require the contractor to respond in a shorter period of time). Further, CMHA shall, at a minimum, employ the following steps in dealing with the contractor as to any performance issues: 20.16.1.1. If the contractor is in material breach of the contract, CMHA may promptly invoke the termination clause detailed within Section No. 3, form HUD-5370-C, General Conditions for Non-Construction Contracts, Section I—(With or without Maintenance Work), which is attached hereto, and terminate the contract for cause. Such termination must be delivered to the contractor in writing and shall fully detail all pertinent issues pertaining to the cause of and justification for the termination. 20.16.1.2. Prior to termination, CMHA may choose to warn 20.16.1.3. After termination, if the contractor does not agree with CMHA’s justification for the termination, the contractor shall have 10 days to dispute, in writing, such action; if he/she does not do so within the 10-day period, he/she shall have no recourse but to accept and agree with CMHA’s position on the issue. The written protest must detail all pertinent information pertaining to the dispute, including justification detailing CMHA’s alleged incorrect action(s). 20.16.1.4. The response to any protest received shall be conducted in accordance with Section No. 4.0 of this document. 20.16.1.5. It is CMHA’s policy to resolve all contractual issues informally and without litigation. Disputes will not be referred to HUD unless all administrative remedies have been exhausted. When appropriate, a mediator may be used to help resolve differences. 20.16.1.6. For contracts of $100,000 or less, the bidder/contractor may request to meet with the Procurement Officer. 20.16.1.7. All claims by a contractor relating to performance of a contract shall be submitted in writing to the Procurement Officer or designee for a written decision. The contractor may request a conference on the claim. The Procurement Officer’s decision shall inform the contractor of its appeal rights to the next higher level of authority in CMHA. Contractor claims shall be governed by the Changes clause in the form HUD-5370-C.

  • Remedies for Breaches of This Agreement Section 8.1 Survival of Representations and Warranties

  • 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 Noncompliance In the event Contractor fails to fulfill its obligations under this Section 21, the Authority shall have available to it appropriate remedies at law or in equity, including the right to withhold amounts due to Contractor for any work until Contractor submits a corrective action plan which has been approved by the Authority or demonstrates to the Authority’s satisfaction that all good faith efforts to comply with the goals set forth herein have been exhausted, together with the ability to disqualify Contractor from future work that may, from time to time, be undertaken by the Authority as well as all unfinished work under this Contract.

  • 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.

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