Acceptance and Termination Sample Clauses
Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please (x) indicate your acceptance of the terms of this Commitment Letter and of the DIP Agent Fee Letter by returning to us executed counterparts hereof and of the DIP Agent Fee Letter and (y) pay to the DIP Lenders or cause to be paid to the DIP Lenders in cash the Upfront Fee (as such term is defined in the Term Sheet) in a total aggregate amount equal to $20,000,000, which shall be fully earned, due, non refundable and payable to the DIP Lenders by the Borrower, in each case of clauses (x) and (y), by not later than 6:00 p.m., New York City time, on August 11, 2020. Our commitments hereunder, and our agreements, if any, to perform the services, if any, described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts, the Upfront Fee in accordance with the immediately preceding sentence. In the event that the Closing Date does not occur by 11:59 p.m., New York City time, on September 30, 2020 (or, if earlier, not later than 45- days after the filing of the Chapter 11 Cases), then, this Commitment Letter and our commitments hereunder, and the DIP Agent’s agreements to perform the services, if any, described herein, shall automatically terminate without further action or notice and without further obligation to you unless each of us shall, in our discretion, agree in writing (which writing may be from the DIP Lender Professionals) to an extension. You may terminate this Commitment Letter and the DIP Lenders commitments, in whole and not in part, at any time for any reason. This Summary of Proposed Material Terms and Conditions (the “DIP Term Sheet”), dated as of August 11, 2020, sets forth the terms of the DIP Facility (as defined below) committed to be provided, subject to the conditions set forth below, pursuant to the Commitment Letter to which this DIP Term Sheet is attached (the “Commitment Letter”), by the DIP Lenders (as defined below) to Valaris plc. Valaris plc and its wholly-owned Subsidiaries (as defined below) that have filed on the petition date (the “Petition Date”) cases under chapter 11 of Title 11 of the United States Code, 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”) which cases are pending before the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), and listed hereto on Annex A, are referred to, coll...
Acceptance and Termination. After the Developer completes the Improvements to the satisfaction of the City and submits the final acceptance package, the City will review it, and, if acceptable, the City will issue a Certificate of Completion and Acceptance for the Improvements. Thereafter, the Developer's obligations to the City pursuant to this Agreement shall terminate, with the exception of the bond or other guarantee which the Developer must provide to assure the materials and workmanship, as required by the Subdivision Ordinance.
Acceptance and Termination. Receipt of the ordered goods and/or repaired or maintained equipment, installations or software, or payment of the amounts charged to XXXX in relation thereto will not imply acceptance of these goods, software or services. Even if after receipt and/or payment it should become apparent that the goods do not comply with the order and/or specification of the described requirements and/or do not possess the qualities XXXX could, within reason, expect, then XXXX has the right to terminate the agreement, in whole or in part, without (further) notice of default or judicial intervention and without prejudice to XXXX’x other legal rights.
Acceptance and Termination. All Deliverables shall be subject to the right of inspection and acceptance or rejection by FDU. FDU reserves the right to terminate this Order in whole or in part at any time upon 30 days’ advance written notice (and any prepaid amounts shall be refunded to FDU pro rata, based on the remaining term of this Order). FDU shall have no liability for failure to perform under this Order due to events or conditions beyond the reasonable control of FDU, or which make an essential purpose of this Order impractical for FDU to achieve, including, without limitation, by reason of governmental order or regulation issued after the execution of this Order, state of emergency, act of war, terrorist activity, storm or other weather related or natural disaster, fire, labor shortage, Coronavirus or other communicable diseases, viruses or illnesses requiring quarantine or significant curtailment of activities, or other pandemics or epidemics.
Acceptance and Termination. If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on December 18, 2006. CS’s commitment hereunder and the agreements of CS and CS Securities contained herein will expire at such time in the event that Credit Suisse has not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the borrowing in respect of the Additional Term Loans (or if the Proposed Amendment is not obtained, the Replacement Facilities) does not occur on or before March 31, 2007, then this Commitment Letter and CS’s commitment and the undertakings of CS and CS Securities hereunder shall automatically terminate unless Credit Suisse shall, in its discretion, agree to an extension. Credit Suisse is pleased to have been given the opportunity to assist you in connection with the financing for the Transactions. Very truly yours, CREDIT SUISSE SECURITIES (USA) LLC By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director CREDIT SUISSE, CAYMAN ISLANDS BRANCH By /s/ Xxxxx Xx Name: Xxxxx Xx Title: Director By /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Vice President Accepted and agreed to as of the date first above written: WEIGHT WATCHERS INTERNATIONAL, INC. By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Financial Officer CONFIDENTIAL December 15, 2006 EXHIBIT A
Acceptance and Termination. The Seller/Xxxxx understands the above comments in this Addendum and does not wish to amend the Contract for the property identified in this Addendum. The Seller/Buyer wishes to terminate the Contract dated . The Seller/Buyer will notify the other party by certified mail, return-receipt requested, that the contract is terminated.
Acceptance and Termination. The Seller/Xxxxx understands the above comments in this Addendum and does not wish to amend the Contract
Acceptance and Termination. If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Lead Arranger executed counterparts hereof and of the Fee Letter, not later than 11:59 p.m., New York City time, on July 4, 2017. Each Commitment Party’s respective commitments hereunder and agreements contained herein will be effective only upon execution and delivery hereof and of the Fee Letter by you and us in accordance with this paragraph, and will expire at such time in the event that the Lead Arranger have not received such executed counterparts in accordance with the immediately preceding sentence; provided, however, that this Commitment Letter and all commitments and undertakings of Citizens hereunder will automatically expire if this Commitment Letter and the Fee Letter have not been approved by a final order of the Court by 5:00 p.m. (New York City time) on August 4, 2017 (it being agreed that each party hereto shall use its reasonable best efforts to seek Court approval as soon as practicable prior thereto and shall not encourage or assist the submission or development of an alternative transaction whether relating to the sale or issuance of any debt or security or the acquisition, sale or lease or other disposition of the Debtors of any material assets or equity of the Debtors). Thereafter, this Commitment Letter and the commitments and undertakings of the Agent hereunder shall automatically terminate upon the earliest of (a) 5:00 p.m. (New York City time) on December 1, 2017, unless Citizens shall, in its discretion, agree to an extension hereof or the Exit Closing Date occurs on or prior thereto, (b) the consummation of the Approved Plan, (c) five (5) business days after the Petition Date in the event that the DIP Credit Facility is not closed and funded prior to such date, (d) a sale of all or a substantial portion of the assets of the Debtors, (e) a refinancing or all or any part of the DIP Credit Facility and (f) the consummation of a plan of reorganization without the use of the Exit Facility. In consideration of the time and resources that the Agent and the Lead Arranger will devote to the Exit Facility, but subject to the last sentence of paragraph 12 above, you agree that, until such expiration, you will not, and will cause the Debtors, the Borrower, the Guarantors or their affiliates not to, solicit, initiate, entertain or permit, or enter into any discussions in respec...
Acceptance and Termination. If the foregoing correctly sets forth my agreement with you, please indicate your acceptance of the terms of this Commitment Letter by returning to me an executed counterpart hereof not later than 5:00 p.m., New York City time, on November 9, 2007. My commitment hereunder will expire automatically and without further action or notice and without further obligation to you at such time in the event that I have not received such executed counterpart in accordance with the immediately preceding sentence. This Commitment Letter will become a binding commitment on me only after it has been duly executed and delivered by you in accordance with the first sentence of this Section 10. In the event that the Closing Date does not occur on or before 5:00 p.m., New York City time, on July 31, 2008 (or such earlier date as the Agreement and Plan of Merger, dated as of June 1, 2007, by and among CKX, Merger Sub (as defined in the Letter Agreement) and 19X, as amended on August 1, 2007 and September 27, 2007, shall have been terminated or the transactions contemplated thereby shall have been consummated), then this Commitment Letter and my commitment hereunder shall automatically terminate without further action or notice and without further obligation to you unless I, in my discretion, agree to an extension. Very truly yours,
Acceptance and Termination. This Agreement shall become effective on and as of the date of execution of the Agreement by the parties to this Agreement.