Except as otherwise provided for in this Agreement, the failure of the Closing to occur in accordance with the terms and conditions of this Agreement and the LLC Agreement shall render the Redemption ineffective and the LLC Agreement in full force and effect as it was on the date immediately prior to the Closing (except that TCG Member shall continue to have the right to redeem the TCG Member Interest in accordance with, and shall not be deemed to have waived any rights under, the terms of the LLC Agreement until such time as such redemption is complete). In the event that the Closing fails to occur due to any failure by the parties to agree upon the Fair Market Value of the Company’s assets on or before the Closing in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), any party hereto may pursue the valuation process reflected in Section 9.17 of the LLC Agreement. Notwithstanding the foregoing, the parties hereto acknowledge that there would be no adequate remedy at law if either party hereto fails to perform any of its obligations hereunder, and accordingly agree that, in addition to any other remedy that either party may be entitled to at law or in equity, each shall be entitled to compel specific performance of the obligations of the other under this Agreement, in accordance with the terms and conditions of this Agreement, in any court having jurisdiction.