Common use of Remedies Prior to or on Closing Clause in Contracts

Remedies Prior to or on Closing. A. In the event of any breach, inaccuracy, or default of any representation, warranty, covenant, agreement, condition, or other obligation of Seller or Selling Principal under this Agreement, any Ancillary Document, or under any other instrument, certificate, Contract, or document to be executed or delivered by Seller or Selling Principal in connection with this Agreement, any Ancillary Document, or the Contemplated Transactions, Buyer may, in its sole and absolute discretion, and without prejudice to any rights or remedies Buyer may have at law or in equity for any such breach or default, terminate this Agreement by delivering written notice of termination to Seller on or before the Closing Date. The notice will specify the breach or default on which the notice is based. Notwithstanding the foregoing, the Parties agree that the Assets and the Business are unique and that, in the event of a breach or default by Seller or Selling Principal under this Agreement, it would be extremely impracticable to measure monetary damages and such damages would be an inadequate remedy for Buyer. Therefore, in the event of any such breach or default, Buyer may, in its sole and absolute discretion, xxx for specific performance in addition to any other available right or remedies. B. In the event of any breach, inaccuracy, or default of any representation, warranty, covenant, agreement, condition, or other obligation of Buyer under this Agreement, any Ancillary Document, or under any other instrument, certificate, Contract, or document to be executed or delivered by Buyer in connection with this Agreement, any Ancillary Document, or the Contemplated Transactions, Seller’s and Selling Principal’s sole and exclusive remedy will be to terminate this Agreement by delivering written notice of termination to Buyer on or before the Closing Date. The notice will specify the breach or default on which the notice is based. C. In the event of termination of this Agreement by any Party pursuant to this Section 11.1, this Agreement will become null and void, other than Sections 10 through 13 hereof, which will survive the termination of this Agreement or the Closing, and which will remain in full force and effect. Upon termination, Buyer will promptly deliver to Seller and Selling Principal and Seller and Selling Principal will deliver to Buyer any and all documentation provided by each Party to the other pursuant to the terms and conditions of this Agreement.

Remedies Prior to or on Closing. A. In the event of any breach, inaccuracy, breach or default of any representation, warranty, covenant, agreement, condition, or other obligation of Seller or Selling Principal Sellers under this Agreement, any Ancillary Document, or under any other instrument, certificate, Contract, or document to be executed or delivered by Seller or Selling Principal in connection with this Agreement, any Ancillary Document, or the Contemplated Transactions, Buyer may, in at its sole and absolute discretionoption, and without prejudice to any rights or remedies Buyer may have at law or in equity for any such breach or default, default terminate this Agreement by delivering written notice of termination to Seller Sellers on or before the Closing Date. The notice will specify with particularity the breach or default on which the notice is based. Notwithstanding the foregoing, the Parties agree parties acknowledge that the Assets and the Business are unique and that, in the event of a breach or default by Seller or Selling Principal Sellers under this Agreement, it would be extremely impracticable to measure monetary damages and such damages would be an inadequate remedy for Buyer. Therefore, in the event of any such breach or default, Buyer may, in at its sole and absolute discretionoption, xxx for specific performance in addition to any other available right or remedies. B. In the event of any breach, inaccuracy, breach or default of any representation, warranty, covenant, agreement, condition, or other obligation of Buyer under this Agreement, any Ancillary Document, or under any other instrument, certificate, Contract, or document to be executed or delivered by Buyer in connection with this Agreement, any Ancillary Document, or the Contemplated Transactions, Seller’s and Selling Principal’s Sellers’ sole and exclusive remedy will be to terminate this Agreement by delivering written notice of termination to Buyer on or before the Closing Date. The notice will specify with particularity the breach or default on which the notice is based. C. In the event of termination of this Agreement by any Party pursuant to either Buyer or Sellers as provided in this Section 11.1, this Agreement will become null and void, other than Sections 6 and 10 through 13 hereofabove, which will survive the termination of this Agreement or the Closing, and which will remain in full force and effect. Upon termination, Buyer will promptly deliver to Seller Sellers and Selling Principal and Seller and Selling Principal Sellers will deliver to Buyer any and all documentation provided by each Party party to the other pursuant to the terms and conditions of this Agreement.

Remedies Prior to or on Closing. A. In the event of any breach, inaccuracy, breach or default of any representation, warranty, covenant, agreement, condition, or other obligation of Seller or Selling Principal Sellers under this Agreement, any Ancillary Document, or under any other instrument, certificate, Contract, or document in the event Buyer determines in its sole discretion that the results if Buyer’s due diligence investigation demonstrate the contemplated transaction to be executed or delivered by Seller or Selling Principal in connection with this Agreement, any Ancillary Document, or purchase the Contemplated TransactionsAssets is not what was represented previously, Buyer may, in at its sole and absolute discretionoption, and without prejudice to any rights or remedies Buyer may have at law or in equity for any such breach or default, default terminate this Agreement by delivering written notice of termination to Seller Sellers on or before the Closing Date. The notice will specify the breach breach, default or default reason on which the notice is based. Notwithstanding the foregoing, the Parties agree parties acknowledge that the Assets and the Business are unique and that, in the event of a breach or default by Seller or Selling Principal Sellers under this Agreement, it would be extremely impracticable to measure monetary damages and such damages would be an inadequate remedy for Buyer. Therefore, in the event of any such breach or default, Buyer may, in at its sole and absolute discretionoption, xxx for specific performance in addition to any other available right or remedies. B. In the event of any breach, inaccuracy, breach or default of any representation, warranty, covenant, agreement, condition, or other obligation of Buyer under this Agreement, Sellers may, at their option, and without prejudice to any Ancillary Document, rights or under remedies Sellers may have at law or in equity for any other instrument, certificate, Contract, such breach or document to be executed or delivered by Buyer in connection with this Agreement, any Ancillary Document, or the Contemplated Transactions, Seller’s and Selling Principal’s sole and exclusive remedy will be to default terminate this Agreement by delivering written notice of termination to Buyer on or before the Closing Date. The notice will specify the breach breach, default or default reason on which the notice is based. Notwithstanding the foregoing, the parties acknowledge that the Assets are unique and that, in the event of a breach or default by Buyer under this Agreement, it would be extremely impracticable to measure monetary damages and such damages would be an inadequate remedy for Sellers. Therefore, in the event of any such breach or default, Sellers may, at their option, xxx for specific performance in addition to any other available right or remedies. C. In the event of termination of this Agreement by any Party pursuant to either Buyer or Seller as provided in this Section 11.1, this Agreement will become null and void, other than Sections 10 through 13 hereof, which will survive the termination of this Agreement or the Closing, and which will remain in full force and effect. Upon termination, Buyer will promptly deliver to Seller and Selling Principal and Seller and Selling Principal will deliver to Buyer any and all documentation provided by each Party to the other pursuant to the terms and conditions of this Agreement.

Remedies Prior to or on Closing. A. In the event of any breach, inaccuracy, or default of any representation, warranty, covenant, agreement, condition, or other obligation of Seller Company or Selling Principal Company Shareholders under this Agreement, any Ancillary Document, or under any other instrument, certificate, Contract, or document to be executed or delivered by Seller Company or Selling Principal Company Shareholders in connection with this Agreement, any Ancillary Document, or the Contemplated Transactions, Buyer Purchaser may, in its sole and absolute discretion, and without prejudice to any rights or remedies Buyer Purchaser may have at law or in equity for any such breach or default, terminate this Agreement by delivering written notice of termination to Seller Company on or before the Closing Date. The notice will specify the breach or default on which the notice is based. Notwithstanding the foregoing, the Parties agree that the Assets assets and the Business business are unique and that, in the event of a breach or default by Seller Company or Selling Principal Company Shareholders under this Agreement, it would be extremely impracticable to measure monetary damages and such damages would be an inadequate remedy for BuyerPurchaser. Therefore, in the event of any such breach or default, Buyer Purchaser may, in its sole and absolute discretion, xxx for specific performance in addition to any other available right or remedies. B. In the event of any breach, inaccuracy, or default of any representation, warranty, covenant, agreement, condition, or other obligation of Buyer Purchaser under this Agreement, any Ancillary Document, or under any other instrument, certificate, Contract, or document to be executed or delivered by Buyer Purchaser in connection with this Agreement, any Ancillary Document, or the Contemplated Transactions, SellerCompany’s and Selling Principal’s Company Shareholders’ sole and exclusive remedy will be to terminate this Agreement by delivering written notice of termination to Buyer Purchaser on or before the Closing Date. The notice will specify the breach or default on which the notice is based. C. In the event of termination of this Agreement by any Party pursuant to this Section 11.19.1, this Agreement will become null and void, other than Sections 10 8 through 13 11 hereof, which will survive the termination of this Agreement or the Closing, and which will remain in full force and effect. Upon termination, Buyer Purchaser will promptly deliver to Seller Company and Selling Principal Company Shareholders and Seller Company and Selling Principal Company Shareholders will deliver to Buyer Purchaser any and all documentation provided by each Party to the other pursuant to the terms and conditions of this Agreement.

Remedies Prior to or on Closing. A. In the event of any breach, inaccuracy, or default of any representation, warranty, covenant, agreement, condition, or other obligation of Seller or Selling Principal Principals under this Agreement, any Ancillary Document, or under any other instrument, certificate, Contract, or document to be executed or delivered by Seller or Selling Principal Principals in connection with this Agreement, any Ancillary Document, or the Contemplated Transactions, Buyer may, in its sole and absolute discretion, and without prejudice to any rights or remedies Buyer may have at law or in equity for any such breach or default, terminate this Agreement by delivering written notice of termination to Seller on or before the Closing Date. The notice will specify the breach or default on which the notice is based. Notwithstanding the foregoing, the Parties agree that the Assets and the Business are unique and that, in the event of a breach or default by Seller or Selling Principal Principals under this Agreement, it would be extremely impracticable to measure monetary damages and such damages would be an inadequate remedy for Buyer. Therefore, in the event of any such breach or default, Buyer may, in its sole and absolute discretion, xxx for specific performance in addition to any other available right or remedies. B. In the event of any breach, inaccuracy, or default of any representation, warranty, covenant, agreement, condition, or other obligation of Buyer under this Agreement, any Ancillary Document, or under any other instrument, certificate, Contract, or document to be executed or delivered by Buyer in connection with this Agreement, any Ancillary Document, or the Contemplated Transactions, Seller’s and Selling Principal’s Principals’ sole and exclusive remedy will be to terminate this Agreement by delivering written notice of termination to Buyer on or before the Closing Date. The notice will specify the breach or default on which the notice is based. C. In the event of termination of this Agreement by any Party pursuant to this Section 11.1, this Agreement will become null and void, other than Sections 10 through 13 hereof, which will survive the termination of this Agreement or the Closing, and which will remain in full force and effect. Upon termination, Buyer will promptly deliver to Seller and Selling Principal Principals and Seller and Selling Principal Principals will deliver to Buyer any and all documentation provided by each Party to the other pursuant to the terms and conditions of this Agreement.

Remedies Prior to or on Closing. A. In the event of any breach, inaccuracy, or default of any representation, warranty, covenant, agreement, condition, or other obligation of Seller or Selling Principal under this Agreement, any Ancillary Document, or under any other instrument, certificate, Contract, or document to be executed or delivered by Seller or Selling Principal in connection with this Agreement, any Ancillary Document, or the Contemplated Transactions, Buyer may, in its sole and absolute discretion, and without prejudice to any rights or remedies Buyer may have at law or in equity for any such breach or default, terminate this Agreement by delivering written notice of termination to Seller on or before the Closing Date. The notice will specify the breach or default on which the notice is based. Notwithstanding the foregoing, the Parties agree that the Assets and the Business are unique and that, in the event of a breach or default by Seller or Selling Principal under this Agreement, it would be extremely impracticable to measure monetary damages and such damages would be an inadequate remedy for Buyer. Therefore, in the event of any such breach or default, Buyer may, in its sole and absolute discretion, xxx sue for specific performance in addition to any other available right or remedies. B. In the event of any breach, inaccuracy, or default of any representation, warranty, covenant, agreement, condition, or other obligation of Buyer under this Agreement, any Ancillary Document, or under any other instrument, certificate, Contract, or document to be executed or delivered by Buyer in connection with this Agreement, any Ancillary Document, or the Contemplated Transactions, Seller’s and Selling Xxxxxxx Principal’s sole and exclusive remedy will be to terminate this Agreement by delivering written notice of termination to Buyer on or before the Closing Date. The notice will specify the breach or default on which the notice is based. C. In the event of termination of this Agreement by any Party pursuant to this Section 11.1, this Agreement will become null and void, other than Sections thanSections 10 through 13 hereof, which will survive the termination of this Agreement or the Closing, and which will remain in full force and effect. Upon termination, Buyer Xxxxx will promptly deliver to Seller and Selling Principal and Seller and Selling Xxxxxxx Principal will deliver to Buyer any and all documentation provided by each Party to the other pursuant to the terms and conditions of this Agreement.