BUYER'S REJECTION Sample Clauses

BUYER'S REJECTION. A. If an Aircraft is rejected by Buyer (a "REJECTED AIRCRAFT"), Buyer shall in such written notice state the reasons for its rejection, specifying in what respects such Aircraft fails to comply with the terms of this Agreement. B. In the event of rejection of such Aircraft by Buyer, Seller shall promptly notify Buyer as to Seller's concurrence or non-concurrence (and the extent of such non-concurrence) with Buyer's reasons for rejection. If Seller concurs with Buyer's reasons for rejection, then, as a condition precedent to Buyer's obligations to accept the Delivery of such Aircraft, Seller will promptly proceed to correct the conditions which were specified as the basis for rejection by Buyer and with which Seller concurred. If, after such correction and tender for inspection by Buyer, such Aircraft is not rejected as hereinabove provided, Seller shall proceed with and Buyer will accept Delivery thereof by completing and executing a Final Acceptance Certificate with respect to such Aircraft. C. In the event that Seller shall not, within sixty (60) days after the Scheduled Delivery Date (as such date may be adjusted pursuant to Section 3.1, Section 4.7 or Article VII hereof, but subject to the limitations of the final proviso of Section 3.1 hereof) with respect to a Rejected Aircraft, have corrected or caused the correction of all conditions which were specified as a basis for rejection of such Aircraft by Buyer and with which Seller concurred, then Buyer shall have the option, by providing written notice to Seller, of terminating this Agreement in full as to such Rejected Aircraft, whereupon all obligations of the parties hereunder as to such Rejected Aircraft shall be terminated. D. If such election to terminate is made by Buyer, then termination under this Section 4.9 with respect to such Rejected Aircraft shall terminate and discharge all obligations and liabilities of Buyer and Seller hereunder with respect to the Rejected Aircraft and all undelivered items and services to be furnished hereunder which are related thereto and Seller shall then return to Buyer the prorata portion of the unapplied First and Second (and third, if applicable) Downpayments with respect to such Rejected Aircraft within five (5) business days.
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Related to BUYER'S REJECTION

  • INSPECTION AND REJECTION 8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and within a reasonable time after delivery to the Purchaser’s Destination. Products not inspected within a reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to which it may be entitled. 8.2 If any of the Products are found at any time to be defective in material or workmanship, damaged, or otherwise not in conformity with the requirements of this Agreement or any applicable Purchase Order, as its exclusive remedy, Purchaser may at its option and at Vendor’s sole cost and expense, elect either to (i) return any damaged, non-conforming or defective Products to Vendor for correction or replacement, or (ii) require Vendor to inspect the Products and remove or replace damaged, non-conforming or defective Products with conforming Products. If Purchaser elects option (ii) in the preceding sentence and Vendor fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option, may inspect the Products and Vendor shall bear the cost thereof. Payment by Purchaser of any invoice shall not constitute acceptance of the Products covered by such invoice, and acceptance by Purchaser shall not relieve Vendor of its warranties or other obligations under this Agreement. 8.3 The provisions of this Article shall survive the expiration or termination of this Agreement.

  • Buyer’s Deliveries At Closing of the Hotel, Buyer shall deliver the following:

  • Buyers’ representatives After this Agreement has been signed by the Parties and the Deposit has been lodged, the Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and expense. These representatives are on board for the purpose of familiarisation and in the capacity of observers only, and they shall not interfere in any respect with the operation of the Vessel. The Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of indemnity prior to their embarkation.

  • Buyer’s Representations Buyer represents and warrants to, and covenants with, Seller as follows:

  • SALE OF BUYER’S PROPERTY Performance under this Agreement: (check one)

  • Response to Objections Each Party retains the right to respond to any objection raised by a Participating Class Member, including the right to file responsive documents in Court no later than five court days prior to the Final Approval Hearing, or as otherwise ordered or accepted by the Court.

  • Buyer’s Remedies If SELLER fails to perform its obligations pursuant to this Agreement for any reason except failure by BUYER to perform hereunder, or if prior to Closing any one or more of SELLER’s representations or warranties are breached in any material respect, BUYER shall elect, as its sole remedy (except as provided in this Section and Section 9), either to (i) terminate this Agreement by giving SELLER timely written notice of such election prior to or at Closing and recover the Deposit, (ii) solely enforce specific performance, or (iii) waive said failure or breach and proceed to Closing. Notwithstanding anything herein to the contrary, BUYER shall be deemed to have elected to terminate this Agreement if BUYER fails to deliver to SELLER written notice of its intent to file a claim or assert a cause of action for specific performance against SELLER on or before ten (10) business days following the scheduled Closing Date, or, having given such notice, fails to file a lawsuit asserting such claim or cause of action in the county in which the Property is located within two (2) months following the scheduled Closing Date. BUYER’s remedies shall be limited to those described in this Section hereof. IN NO EVENT SHALL SELLER’S DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, MEMBER, MANAGER OR EMPLOYEE OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE, EQUITY OR OTHERWISE.

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver the following to the Seller:

  • Seller’s Deliveries At Closing, Seller shall execute and/or deliver to Purchaser the following items (referred to collectively herein as the “Seller’s Closing Items”): (a) a limited warranty deed conveying to Purchaser good and insurable fee simple title to the Property, free and clear of all liens, encumbrances, restrictions, and easements, except for the Permitted Title Exceptions (the “Deed”); (b) a quitclaim deed conveying the Property to Purchaser as described on the Survey, if required by Section 7.5 above; (c) the Project Agreements; (d) an owner’s affidavit in the form required by Title Company and such other documentation as may be required by Title Company to issue a standard 2006 ALTA Owner’s Policy with respect to the Property (hereinafter referred to as the “Title Policy”) free and clear of all liens, encumbrances, restrictions, and easements whatsoever except for the Permitted Title Exceptions and the “standard printed” survey exception; (e) such documents, certificates and affidavits reasonably requested by Purchaser Or Title Company to evidence Seller’s authority to enter into this Agreement, perform its obligations hereunder and consummate the sale and purchase transaction contemplated hereby; (f) a certificate and affidavit signed on behalf of Seller certifying that Seller is not a “foreign corporation”, “foreign partnership”, “foreign trust”, “foreign estate” or “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1954, as amended; (g) a certificate in favor of Purchaser, its successors, assigns and lenders, certifying that all of the representations and warranties in Article 4 above are true and correct in all material respects as of the date of Closing; (h) a closing statement, itemizing and approving all receipts and disbursements made in connection with Closing; (i) a general assignment conveying to Purchaser, without representation or warranty and to the extent assignable, Seller’s rights with respect to any and all tangible and intangible rights, privileges and appurtenances pertaining to the Property, except for the Permitted Title Exceptions; and (j) any and all other documents or items reasonably necessary or appropriate to complete the Closing, including, but not limited to, any transfer tax forms, affidavits, or broker lien waivers required by applicable law, rule, regulation or otherwise required by the Title Company for the removal of any and all “standard exceptions” on Purchaser’s Title Policy. All of the Seller’s Closing Items shall be in a commercially reasonable form customarily utilized in the jurisdiction where the Property is located in transactions similar to the one contemplated hereby.

  • Order Rejections 53.11.1 CenturyLink shall reject and return to CLEC any order that CenturyLink cannot provision, due to technical reasons, missing information, or jeopardy conditions resulting from CLEC ordering service at less than the standard order interval. 53.11.2 When an order is rejected, CenturyLink will, in its reject notification, describe the existing reasons for which the order was rejected.

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