Buyer Exclusion Rights Sample Clauses

Buyer Exclusion Rights. Buyer shall have the right to designate any individual Parcel as an “Excluded Parcel” (“Excluded Parcel”) in accordance with the following (or any other applicable provisions of this Agreement): (i) Prior to the expiration of the Inspection Period, Buyer shall have the right, in its sole and absolute discretion, to designate up to four percent (4%) of the aggregate number of the Parcels listed on (x) Exhibit A to this Agreement and (y) Exhibit A to the Companion Contract as Excluded Parcels (“Excluded Parcel Cap”). (ii) Subject to the Excluded Parcel Cap, at any time prior to the expiration of the Inspection Period, without terminating this entire Agreement, Buyer shall have the right to designate any Parcel as an Excluded Parcel in the event such Parcel has a Material Defect by giving notice of such exclusion (a “Material Defect Notice). A “Material Defect” shall mean any one of the following: (1) Buyer has made a Title Objection in accordance with Section 4(c) that (A) has more than an insignificant adverse effect on the value of the particular Parcel as a single family home or the ability to lease the particular Parcel in the ordinary course of business, (B) is not a Permitted Encumbrance, (C) is not a Mandatory Cure Exception (it being understood that Sellers shall be required to remove Mandatory Cure Exceptions pursuant to Section 4 hereof), and (D) the applicable Seller has not elected to cure or remove such Title Objection pursuant to Section 4(c)(iii)(A); (2) a governmental authority having applicable jurisdiction over the applicable Parcel has alleged that Hazardous Materials have been released at, under or on such Parcel in violation of the applicable Environmental Requirements that have not been cured and remediated and which would cost over Fifteen Thousand and No/Dollars ($15,000.00) to remediate unless, within five (5) Business Days following delivery of the applicable Material Defect Notice to Sellers, the applicable Seller elects, in its sole discretion, to remediate such Hazardous Materials prior to Closing or give Buyer credit at Closing for the amount of such costs to the extent such costs exceed Twenty Thousand and No/Dollars ($20,000.00) (a “Buyer Hazmat Credit”), (3) such Parcel requires a capital expense infusion of more than Fifteen Thousand and No/Dollars ($15,000.00) in order to cause such Parcel to be in rentable condition in the ordinary course of business assuming similar standards as currently being used on the applicable Prop...
Sample 1
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Buyer Exclusion Rights. Notwithstanding anything contained to the contrary in this Agreement, Buyer shall have the right, for any reason or no reason, to exclude or reject any Contract (other than Leases), from the transactions contemplated by this Agreement, provided that, unless and except as otherwise provided for in this Agreement, such rejection or exclusion pursuant to this Section 14.15 shall not affect the Purchase Price. Such right of Buyer to so exclude or reject shall survive the Closing indefinitely.
Sample 1

Related to Buyer Exclusion Rights

  • Service Exclusions All of an Employee's years of Service with the Employer shall be counted to determine the vested interest of such Employee except:

  • DISCLAIMERS; EXCLUSIONS; LIMITATIONS Subject to §4, neither party makes any warranties (express, implied, or otherwise), including implied warranties of merchantability, non-infringement, fitness for a particular purpose, or title, related to its performance or anything else provided under this Agreement. Neither party will be liable for any special, incidental, punitive, or consequential damages of any kind for any reason whatsoever relating to this Agreement, even if such damages were reasonably foreseeable.

  • Force Majeure Exclusions 11.4.1 Force Majeure shall not include (i) any event or circumstance which is within the reasonable control of the Parties and (ii) the following conditions, except to the extent that they are consequences of an event of Force Majeure: a. Unavailability, late delivery, or changes in cost of the plant, machinery, equipment, materials, spare parts or consumables for the Power Project; x. Xxxxx in the performance of any contractor, sub-contractor or their agents; c. Non-performance resulting from normal wear and tear typically experienced in power generation materials and equipment; d. Strikes at the facilities of the Affected Party; e. Insufficiency of finances or funds or the agreement becoming onerous to perform; and f. Non-performance caused by, or connected with, the Affected Party’s: i. Negligent or intentional acts, errors or omissions; ii. Failure to comply with an Indian Law; or iii. Breach of, or default under this Agreement.

  • Rescission Rights If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

  • Specific Exclusion Stanford does not: (A) grant to ***** any other licenses, implied or otherwise, to any patents or other rights of Stanford other than those rights granted under Licensed Patent, regardless of whether the patents or other rights are dominant or subordinate to any Licensed Patent, or are required to exploit any Licensed Patent or Technology; (B) commit to ***** to bring suit against third parties for infringement, except as described in Section 14; and (C) agree to furnish to ***** any technology or technological information other than the Technology or to provide ***** with any assistance.

  • GENERAL EXCLUSIONS We do not insure for loss caused directly or indirectly by any of the following. Such loss is excluded regardless of any other cause or event contributing concurrently or in any sequence to the loss. These exclusions apply whether or not the loss event results in widespread damage or affects a substantial area.

  • Specific Exclusions Apart from the exclusions common to all covers, the following are also excluded. We do not intervene for: EMERGENCY SUITCASE DOMESTIC HELP DELIVERY OF HOUSEHOLD SHOPPING PSYCHOLOGICAL SUPPORT UPON YOUR RETURN HOME To allow us to intervene under the best conditions, remember to prepare the following information that will be requested when you call: When you call initially, you will be given an assistance file number. State it systematically during any subsequent contacts with our Assistance Service. - the policy came with the purchase of goods or a service sold by a supplier; - you can show that you are already covered for one of the risks covered by this new policy; - the policy you wish to cancel has not been fully established; - you have not declared any loss covered by this policy. In this situation, you can exercise your right to cancel this policy by letter or in any lasting medium sent to the insurer of the new policy, together with documentary proof that you already have cover for one of the risks covered by this new policy. The insurer must reimburse you the premium paid within thirty days of your cancellation. If you wish to cancel your policy but do not meet all the above conditions, please check the cancellation procedure stipulated in your policy.

  • Non-Exclusivity; Survival of Rights; Subrogation (a) The rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise. Unless consented to in writing by Indemnitee, no amendment, alteration or repeal of the charter or Bylaws of the Company, this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the concurrent assertion or employment of any other right or remedy. (b) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

  • Limitations and Exclusions The limitation and exclusion in this Section 8 shall not apply: (i) to the extent that liability cannot be limited or excluded according to the Applicable Law; (ii) in cases of our willful misconduct and gross negligence; (iii) in cases of bodily injuries or death caused by our negligence; and (iv) in cases of our fraud or fraudulent misrepresentation.

  • Antidilution Rights Additional antidilution rights applicable to the Preferred Stock purchasable hereunder are as set forth in the Company's Certificate of Incorporation, as amended through the Effective Date, a true and complete copy of which is attached hereto as Exhibit IV (the "Charter"). The Company shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Charter. The Company shall provide Warrantholder with prior written notice of any issuance of its stock or other equity security to occur after the Effective Date of this Warrant, which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Warrantholder to determine if a dilutive event has occurred.

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