Contract Transactions Sample Clauses

Contract Transactions. Notwithstanding anything to the contrary contained in this Agreement, Homburg acknowledges and agrees that Cedar shall have no obligation to purchase any Contract Property and that the decision to so purchase any such Contract Property shall be made in the sole and absolute discretion of Cedar. In the event that any Purchase Contract Closing shall not occur for any reason whatsoever, including, without limitation, the willful fault of Cedar, Homburg shall not have any recourse against Cedar as a result of such failure to close the purchase and sale of any Contract Property; provided, however, that this Agreement shall automatically terminate as to the applicable Contract Transaction and the applicable Allotted Deposit shall be refunded to Homburg and the Consideration shall be reduced by the amount of the applicable Allotted Consideration and the parties hereto shall be relieved of all further liability and responsibility under this Agreement with respect to the applicable Interests and the applicable Contract Property (except for any obligation expressly provided to survive a termination of this Agreement). Notwithstanding the foregoing, in the event that a Purchase Contract Closing shall not occur solely by reason of the willful breach of Cedar under the applicable Purchase Contract, then Cedar shall reimburse Homburg for a portion of its third-party out-of-pocket expenses actually incurred by Homburg solely in connection with the diligence of the applicable Contract Transaction; provided, however, (i) in no event shall Cedar be obligated to reimburse Homburg hereunder in excess of Fifty Thousand and 00/100 Dollars ($50,000) with respect to all of the Contract Transactions, in the aggregate, and (ii) Cedar’s obligation to reimburse Homburg hereunder shall relate only to third-party out-of-pocket expenses with respect to which Homburg delivers to Cedar a third-party invoice (with reasonable supporting information and documentation and evidence of payment) within thirty (30) days after the date on which this Agreement shall have terminated as to the applicable Contract Transaction.
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Contract Transactions. Individually or collectively, as applicable, the Closing of the transfer of the Interests related to one or more of the Contract Properties to Homburg in accordance with the terms of this Agreement.
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Related to Contract Transactions

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Concurrent Transactions All documents or other deliveries required to be made by Purchaser or Seller at Closing, and all transactions required to be consummated concurrently with Closing, shall be deemed to have been delivered and to have been consummated simultaneously with all other transactions and all other deliveries, and no delivery shall be deemed to have been made, and no transaction shall be deemed to have been consummated, until all deliveries required by Purchaser and Seller shall have been made, and all concurrent or other transactions shall have been consummated.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.