Election to Close Sample Clauses

Election to Close. If Purchaser elects the option to close the Transaction despite a loss event set forth in (B) or (C) above, the Closing shall take place on the Closing Date and either (1) the Purchase Price shall be reduced by the value allocated to such Rig and its Equipment as set forth in Appendix 1.13(D) to this Agreement, in which event all insurance proceeds when collected shall belong to Seller, or (2) the Purchase Price shall not be reduced and Purchaser shall be entitled to collect and retain all insurance proceeds for such loss to the Rig. If Purchaser elects this option, Seller and Purchaser shall, on or before Closing, execute an agreement ("Insurance Loss Proceeds Agreement") setting forth the procedures for collecting such proceeds and with such other terms as are mutually agreeable to the Parties.
Sample 1
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Election to Close. Any decision by Buyer to close the transactions contemplated by this Agreement notwithstanding a failure by Seller to obtain: (i) any Consent relating to the assignment of governmental permits, orders, or authorizations or (ii) any Consent of non-governmental third parties necessary to effect valid assignments or transfers to Buyer of any Asset.
Sample 1
Election to Close. If a Party shall be entitled to decline to close the transactions contemplated by this Agreement but such Party shall elect nevertheless to close, such Party shall not be deemed to have waived any claims of any nature arising from the failure of the other Party to comply with any of the terms and conditions of this Agreement and such Party shall, subject to the terms and conditions of this Agreement, have all such rights and remedies against the other Party as may be available to it at law or in equity or otherwise. If such Party elects to close the transactions contemplated by this Agreement and the other Party wrongfully refuses to do so, or if the other Party fails, or if a failure by the other Party is threatened, to comply with any of their covenants and agreements contained in this Agreement, then, in addition to all other remedies which may be available to it, such Party shall be entitled to injunctive and other equitable relief, including, without limitation, specific performance, and shall be entitled to recover from the other Party its loss, costs and expenses, including reasonable attorneys' fees incurred by such Party in securing such injunctive or equitable relief.
Sample 1

Related to Election to Close

  • Condition to Closing Buyer acknowledges and agrees that the Closing is contingent upon the closing of the IPO, and that if, for whatever reason, the IPO is not completed, the Company shall not be obligated to issue and sell the Restricted Shares and Buyer shall not be required to purchase the Restricted Shares and this Agreement may be terminated in accordance with Section 5(k) below.

  • 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 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 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 PURCHASER'S OBLIGATION TO CLOSE The Purchaser's obligation to pay the Consideration and to take the other actions required to be taken by the 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 the Purchaser, in whole or in part):

  • CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

  • Conditions to Buyer’s Obligation to Close The obligation of Buyer to consummate the transactions contemplated by this Agreement on the Closing Date shall be subject to the satisfaction of each of the conditions set forth in this SECTION 9, unless waived by Buyer:

  • Efforts to Close Subject to the terms and conditions provided herein, each of the Parties agrees to cooperate and to use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including the satisfaction of all conditions precedent to the obligations of such Party set forth herein that it is required and obligated to satisfy (or to cause to be satisfied) in order to proceed with the Closing. Without limiting the foregoing, each Party, as promptly as practicable, shall use its commercially reasonable efforts to: (a) comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated by this Agreement, including furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Body, and make, or cause to be made, all filings and submissions required to be made by it under applicable Law to consummate the transactions contemplated hereby; (b) obtain, or cause to be obtained, all consents and approvals necessary for it to consummate the transactions contemplated hereby; (c) take or cause to be taken all other actions necessary and proper in order to fulfill its obligations hereunder; (d) coordinate and cooperate with the other Party in providing such information and supplying such assistance as may be reasonably requested by such other Party, Governmental Body or other Person in connection with the foregoing; and (e) complete the Reorganization, if any. Notwithstanding the foregoing, neither Renova nor any of its Affiliates shall have any obligation to give any guarantee or pay any consent fee or other consideration of any nature in excess of US$1,000,000 in the aggregate in connection with the delivery of any waiver, consent, approval or authorization relating to the transactions contemplated by this Agreement. EMYC and Renova shall not take any action inconsistent with their obligations under this Agreement that would materially hinder or delay the consummation of the transactions contemplated by this Agreement.

  • Conditions to Seller’s Obligation to Close The obligation of the Seller to convey the Property to the Purchaser is subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions Precedent to Closing The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of the following conditions precedent no later than the Closing Date:

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