Back-Up Contract(s) Clause Samples

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Back-Up Contract(s). Seller may market the Property and execute back-up contracts for the sale of the Property prior to the Closing.
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Back-Up Contract(s). Purchaser understands that Seller may negotiate with other parties and may enter into back-up contracts for the sale of the Property. The back-up contracts will be subject and subordinate to this Contract so long as this Contract is in full force and effect and Purchaser is not in default hereunder.
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Back-Up Contract(s). Notwithstanding anything herein to the contrary, Seller reserves the right to continue marketing the Property for sale and to entertain letters of intent regarding the sale of the Property while this Agreement is outstanding, provided Seller shall not enter into any binding back-up agreements with respect to the sale of the Property for so long as this Agreement is in force.
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Back-Up Contract(s). Seller shall have the right to accept back-up contracts between the Effective Date and the expiration of the Due Diligence Period.
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Back-Up Contract(s). It is understood and agreed that Seller shall have the right to receive "backup" contracts to purchase the Property, for any price and upon any terms acceptable to Seller. Back-up contracts will become effective only in the event Purchaser terminates this Contract as provided for it, Paragraph 3.D above, or fails to close the purchase of the Property thereafter (without so terminating the Contract).
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Back-Up Contract(s). Purchaser and Seller hereby agree that prior to the Third Additional Deposit Date, Seller shall have the right to continue to solicit and accept back-up purchase offers from other third party contract purchasers. If prior to the Third Additional Deposit Date Seller enters into a letter of intent to purchase the Phase III Property or otherwise accepts a back-up offer to purchase from a third-party purchaser unaffiliated with Seller for a price which is greater than the Phase III Purchase Price, then Seller shall provide Purchaser with written notice of the accepted offer including a copy of the accepted offer (the “Notice of Third Party Offer”), subject to Purchaser’s rights as set forth below in this Section 13. Purchaser shall then have a period of ten (10) business days from its receipt of Seller’s Notice of Third Party Offer in which to notify Seller that Purchaser desires to match the increased purchase price set forth in the Notice of Third Party Offer (the “Purchaser’s Notice of Acceptance of Third Party Offer”). If Purchaser does not timely deliver Purchaser’s Notice of Acceptance of Third Party Offer to Seller, Purchaser shall be deemed to have rejected the offer to purchase at the higher price. In the event that the offer is rejected (or deemed rejected) by Purchaser, the Agreement shall terminate and Purchaser shall be entitled to the return of the Deposit, and the parties shall have no further rights or obligations except those which expressly survive termination of the Agreement. If Purchaser timely delivers the Purchaser’s Notice of Acceptance of Third Party Offer to Seller: (i) within ten (10) business days thereafter, Purchaser shall pay or cause to be paid to Escrow Agent the Third Additional Deposit, if not yet paid by Purchaser as required under Section 4 of this Fifth Amendment, which shall, together with the remainder of the Deposit, be non-refundable except upon the occurrence of a Fifth Amendment Deposit Refundability Event; (ii) Purchaser and Seller hereby agree to then enter into an amendment of the Agreement (as modified and amended by this Fifth Amendment) to increase the Purchase Price to the purchase price set forth in Seller’s Notice of Third Party Offer; and (iii) Seller shall cease all marketing efforts, will not entertain any other third-party offers and will terminate any binding agreement giving rise to the Notice of Third Party Offer. In the event Purchaser does not deliver to Seller Purchaser’s Notice of Acceptance of Th...
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Back-Up Contract(s). Seller shall have the right during the pendency of this Agreement to negotiate and enter into back up contracts for the sale of the Property.
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Back-Up Contract(s). Seller shall not, during the pendency of this Agreement, market the Property or negotiate or enter into back up contracts for the sale of the Property.
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Back-Up Contract(s). Notwithstanding the execution of this Agreement, Seller shall have the right to enter into one or more “back-up” contracts, pursuant to which Seller agrees to sell the Property or any portion thereof to another party in the event that this Agreement is terminated. Seller shall be under no obligation to disclose any such “back-up” contracts or the terms thereof to Purchaser.
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Related to Back-Up Contract(s)

  • SUB-CONTRACTS (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

  • New Contracts Except as provided in Section 6.1.4, Seller will not enter into any contract that will be an obligation affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of business that are terminable without cause and without the payment of any termination penalty on not more than 30 days’ prior notice.