Delayed Closing Penalty; Failure to Close Clause Samples

Delayed Closing Penalty; Failure to Close. In the event the APA Closing occurs within ninety (90) days of the Put Closing Date, no adjustment to the Put Option Exercise Price shall be made. For each month (or portion thereof) after the ninety (90) day approval period in which the closing is delayed, the Put Option Exercise Price shall be reduced by an amount equal to one percent (1%) of the Put Option Down Payment (“Delayed Closing Penalty”). In the event the APA Closing does not occur within one (1) year of the Put Closing Date, unless the parties otherwise agree to extend the closing period in writing, Seller shall refund to Buyer the Put Option Down Payment plus the Delayed Closing Penalty within five (5) Business Days and this Agreement shall terminate without further action of the parties. Notwithstanding the foregoing, the adjustment to the Put Option Exercise Price shall not occur to the extent the delay completing the APA Closing is as a result of a failure by Buyer to fulfill its obligations under this Agreement of the Asset Purchase Agreement.
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Related to Delayed Closing Penalty; Failure to Close

  • 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.

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

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Our Liability for Failure to Complete Transactions If we do not properly complete a transaction from your Card on time or in the correct amount according to our Agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance: