Termination Specific Performance. (a) If Purchaser elects to terminate this Agreement pursuant to Pxxxxxxxx 0, Xxxxxxxxx 0, Xxxxxxxxx 11 or Paragraph 21 hereof, then, in any such event, the Escrow Agent forthwith shall return the Exxxxxx Money in full to Purchaser and the parties hereto shall have no further obligations or liabilities hereunder except for the obligations of the parties which specifically survive the termination of this Agreement. In addition, if Purchaser does not elect to terminate this Agreement pursuant to Paragraph 7, but Purchaser does elect to terminate the Other Agreement pursuant to the corresponding Paragraph 7 of such Other Agreement (an "Other Agreement Termination Notice"), then Seller shall have the one-time right, to be exercised within five (5) business days following Purchaser’s deliver of such Other Agreement Termination Notice, to terminate this Agreement by written notice to Purchaser and, in such event, the Escrow Agent forthwith shall return the Exxxxxx Money in full to Purchaser and the parties hereto shall have no further obligations or liabilities hereunder except for the obligations of the parties which specifically survive the termination of this Agreement.
(b) If Seller defaults in the performance of any of its obligations hereunder, then, in such event, Purchaser shall have the right to exercise any one of the following remedies, as its sole and exclusive remedies: (a) to terminate this Agreement, after having given five (5) days written notice to Seller and Escrow Agent (and Seller has failed to cure such breach or default within that period of time), whereupon the Exxxxxx Money shall immediately be refunded/returned to Purchaser and neither Seller nor Purchaser shall have any further rights or duties under this Agreement, except for the indemnities of the parties which specifically survive the termination of this Agreement; or (b) seek to enforce specific performance of this Agreement (with the costs and expenses of any such action being paid to the prevailing party by the non-prevailing party). Notwithstanding the foregoing to the contrary, in the event specific performance is not reasonably available because of any affirmative act or acts of Seller or any act or acts of any person or entity affiliated with Seller who colludes with Seller so as to render specific performance not reasonably available, then Purchaser shall have the right to terminate this Agreement, whereupon it shall become entitled to receive (or seek, as the case may be): (i...
Termination Specific Performance. (i) In case any Party fails to perform under or commits a material breach of any of the several covenants and conditions herein contained, the other Party shall notify such Party in writing of such failure or default and such Party shall then have the right to remedy such failure or default by complying with the terms of this Agreement, and thereby rendering the notice null and void and of no effect. If the breaching Party has not instituted a remedy or is not in the process of instituting a remedy within sixty (60) days of receipt of such notice, the aggrieved Party may terminate this Agreement immediately by a further notice in writing.
(ii) Any termination under this Paragraph 16 will be without prejudice to the rights and remedies of any Party with respect to any provisions or covenants arising out of breaches committed prior to such termination. All rights, privileges, and licenses granted to Peak hereunder concerning the Property shall forthwith revert to Silly Goose, and Peak and shall forthwith cease the production of the Series.
Termination Specific Performance. 85 9.01 Termination 85 9.02 Effect of Termination 86 9.03 Specific Performance 86 ARTICLE X NO SURVIVAL OR CLAIMS FOR REPRESENTATIONS, WARRANTIES, OR PRE-CLOSING COVENANTS 87 10.01 No Survival 87 10.02 Exclusive Remedy; Release 87 ARTICLE XI TAX MATTERS 89 11.01 Tax Returns 89 11.02 Pre-Closing Portion of Straddle Period Taxes 89 11.03 Transfer Taxes 90 11.04 Section 336 and Section 338 of the Code 90 11.05 Post-Closing Transactions Not in the Ordinary Course 90 11.06 Cooperation on Tax Matters 90 ARTICLE XII MISCELLANEOUS 91 12.01 Obligations of the Company 91 12.02 Obligations of the Purchaser 91 v 12.03 Press Releases and Communications 91 12.04 Expenses 92 12.05 Notices 92 12.06 Assignment 93 12.07 Severability 93 12.08 Construction 94 12.09 Amendment and Waiver 94 12.10 Complete Agreement 94 12.11 Third Party Beneficiaries 95 12.12 Counterparts 95 12.13 GOVERNING LAW 95 12.14 Venue; WAIVER OF JURY TRIAL 96 12.15 Legal Representation 96 12.16 Non-Recourse Parties 97 12.17 Conflict Between Transaction Documents 97 12.18 Relationship of the Parties 97 12.19 Prevailing Party 97 12.20 Sellers’ Representative 98 Exhibit A Accounting Principles 106 Exhibit B Option Surrender and Note Agreement 107 Exhibit C R&W Policy 108 Exhibit D Form of Escrow Agreement 109 Exhibit E Form of Investor Rights Agreement 110 vi Exhibit F Form of Restricted Covenant Agreement 111 Exhibit G Form of Seller Loan Agreement 112
Termination Specific Performance
