Election Not to Close Sample Clauses

Election Not to Close. Buyer or Seller (in such capacity, the “Updating Party”) may, upon updating any schedule under Section 3.5.1, at its election, invoke the procedures set forth under this Section 3.5.2 in order to allow an early determination as to whether the Updating Information may permit the other Party (in such capacity, the “Non-Updating Party”) not to consummate the transaction contemplated herein in reliance upon the conditions to the Non-Updating Party’s obligation to consummate the transaction as set forth in this Article 3. The Non-Updating Party shall have the right to review the Updating Information for a period of five (5) Business Days after receipt thereof (the “Terminating Notice Period”). At any time within the Terminating Notice Period, the Non-Updating Party shall have the right to terminate this Agreement if, in the Non-Updating Party’s sole discretion, the Updating Information discloses that a condition to the Non-Updating Party’s obligation to consummate the transactions set out in Article 3 hereof is not capable of satisfaction within a reasonable time period. The Non-Updating Party shall exercise its termination right pursuant to the foregoing sentence by delivering notice to the Updating Party specifying in reasonable detail the Updating Information forming the basis for the decision to terminate, the condition which is not capable of satisfaction and the reason therefor. Such termination right shall be the Non-Updating Party’s sole remedy in respect of the incorrectness or a breach of a representation and warranty as disclosed by such Updating Information if the procedures Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. set forth in this Section 3.5.2 have been invoked by the Updating Party in connection therewith. For the avoidance of doubt, Buyer shall not be permitted to terminate this Agreement and Seller shall not otherwise be deemed to breach this Agreement as a result of any Updating Information that relates to any actions that are expressly required by this Agreement or consented to by Buyer pursuant to Section 6.2.1.
Sample 1
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Election Not to Close. Notwithstanding the foregoing, either Member (an “Opt-Out Member”) may elect not to proceed with the acquisition of the Property if any of the following events occurs (an “Opt-Out Event”): (a) the terms and conditions of the existing Mortgage Loan are not restructured in a manner reasonably acceptable to such Member; or (b) a casualty or condemnation occurs with respect to the Property or the Seller defaults under the Purchase and Sale Agreement, in any such case, that would permit the purchaser under the Purchase and Sale Agreement to terminate such agreement and receive the Deposit. A Member must make such election, if at all, by delivering written notice of its election not to proceed with the acquisition of the Property to the other Member within ten (10) days after the occurrence of the Opt-Out Event.
Sample 1
Election Not to Close. Upon providing any Updating Information, the Company, at its election, may invoke the procedures set forth under this Section 2.4(b) in order to allow an early determination as to whether the Updating Information, together with all previously provided Updating Information, would permit Barrick not to consummate the transactions contemplated herein because the conditions to Xxxxxxx’x obligations to consummate the transactions as set forth in Section 2.3 would not be satisfied. Barrick shall have the right to review the Updating Information, together with all previously provided Updating Information, for a period of twenty (20) Business Days after receipt thereof (the “Terminating Notice Period”). At any time within the Terminating Notice Period, Barrick shall have the right to terminate this Agreement by written notice to the Company if the Updating Information, together with all previously provided Updating Information, discloses that a condition to Xxxxxxx’x obligations to consummate the transactions set out in Section 2.3 hereof would not be satisfied, which notice shall specify in reasonable detail the Updating Information forming the basis for the decision to terminate, the condition which would not be satisfied and the reason therefor. Such termination right shall be Xxxxxxx’x sole remedy in respect of the incorrectness or a breach of a representation and warranty as disclosed by such Updating Information if the procedures set forth in this Section 2.4(b) have been invoked by the Company in connection therewith. If such termination notice is not received within the Terminating Notice Period, the provisions of Section 2.4(c) shall apply.
Sample 1

Related to Election Not to Close

  • CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • CONDITIONS PRECEDENT TO THE SELLER’S OBLIGATION TO CLOSE The Seller’s obligation to sell the Assets and to take the other actions required to be taken by the Seller at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Seller, in whole or in part, in writing):

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE Sellers' obligation to sell the Shares and to take the other actions required to be taken by Sellers at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Sellers, in whole or in part):

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following:

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Purchaser’s obligation to purchase the Assets and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part, in writing):

  • Efforts to Close Each party will use commercially reasonable efforts to cause the conditions to Buyer’s and Sellers’ respective obligations to consummate the transactions contemplated by this Agreement to be satisfied including the preparation, execution and delivery of all agreements and instruments contemplated hereunder to be executed and delivered by such party in connection with or prior to the Closing.

  • Conditions to Close Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included:

  • Conditions Precedent to the Closing Conditions precedent to the Closing are as follows:

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