Election to Proceed. Voyager shall notify SBS in writing, within [**] days after SBS’s submission to Voyager of the Final Report, whether Voyager elects to proceed with further development of the Product. If Voyager notifies SBS that it does not wish to proceed with further development, or if Voyager does not deliver notice within such [**] day period, then this Agreement shall be deemed to have been terminated pursuant to Section 11.2(a) as of the time of delivery of such notice or the end of such [**] day period, as the case may be.
Election to Proceed. If forty-five days after delivery of any draft or revised draft of a screenplay Warner Bros. has not requested revisions the last writer or committed to hire another writer, Studio 21 can then request Warner Bros. by notice in writing, that Warner Bros. designate said screenplay as the final screenplay for which Warner Bros. elects to have a budget prepared. Warner Bros. shall have thirty days from receipt of the request within which to commit to revision or to hire another writer, or designate said screenplay as the final screenplay for preparation of a budget. If Warner Bros. fail to do either, then said screenplay shall be designate the final screenplay for which Warner Bros. elect to have a budget prepared, subject to Warner Bros. right of final approval of the screenplay and budget. If within six months from when the final screenplay for preparation of a budget is designated by Warner Bros. or is deemed to have been designated such a screenplay, Warner Bros. has not set the picture for production, then Studio 21 can request Warner Bros. by notice in writing to elect either (a) set the picture for production, as “set for production” is defined in paragraph 2 above, or (b) commit to the payment of the producer fee without setting the picture for production (i.e., go pay-or-play to Studio 21 and Xxxxx Xxxxxxx) or (c) abandon production of the picture. If within 10 business days from receipt by Warner Bros. of Studio 21’s request Warner Bros. fails to elect any, then Warner Bros. shall be deemed to have elected (c). If Warner Bros. elects (b), 20% of the producer fee, less the development fee, shall be paid when Warner Bros. elects (b), 60% not later than six months after Warner Bros. elects (b), unless prior to that date the picture has commenced principal photography, and the remaining 20% not later than one year after Warner Bros. elects (b). In the event production of the picture is abandoned by Warner Bros. after Warner Bros. has elected (b), any producer fee unpaid shall be paid within ten days after abandonment. If Warner Bros. elects (a), if principal photography of the picture has not commenced within thirty days following the designed start date, subject to acceleration or delay to accommodate the availability of facilities, location, or principal cast members, then the producer fee shall be paid as if the picture had commenced principal photography on the day which is thirty days following the designated start date, with the last 20% payable no...
Election to Proceed. Buyer shall give Seller written notice of its election to proceed with the purchase of the Property or to terminate this Agreement prior to 4:00 p.m. (Hawaii Standard Time) on the Contingency Date. If Buyer fails to give Seller such written notice by 4:00 p.m. (Hawaii Standard Time) on the Contingency Date, Buyer shall be deemed to have elected to terminate this Agreement. If Buyer timely terminates this Agreement or is deemed to have terminated this Agreement as provided herein, upon such termination, (a) each party shall promptly execute and deliver to Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination, (b) Escrow Holder shall return all documents to the respective party who delivers such documents to Escrow, (c) Escrow Holder shall immediately return the entire Deposit to Buyer and shall return any other funds deposited into Escrow, together with any accrued interest on such funds, to the party who deposited same, (d) the cancellation charges required to be paid by and to Escrow Holder and the Title Company shall be borne one-half (1/2) by Seller and one-half (1/2) by Buyer and all other charges shall be borne by the party incurring same, (e) Buyer shall return to Seller all Due Diligence Materials relating to the Property, and (f) the respective obligations of Buyer and Seller under this Agreement shall terminate; provided, however, notwithstanding the foregoing, Buyer’s indemnity obligations under Section 2.2.1 above, shall survive any such termination of the Agreement and the termination of this Agreement shall not release Buyer from any other indemnity obligations. Escrow Holder is instructed to take the actions described in the preceding sentence promptly upon such termination, and no instruction of Buyer or Seller shall be required.
Election to Proceed. Either CPH or CHF may elect to resort to the buy-sell procedure pertaining to the Members' interests in the Company as set forth in Section 7.03 of the Investment Agreement.
Election to Proceed. On or prior to the expiration of the Due Diligence Period, Purchaser may elect, in its sole discretion, not to proceed with this Agreement. In such case, Escrow Agent will promptly return the Initial Deposit and accrued interest to Purchaser and this Agreement will be terminated. If Purchaser elects to proceed with this Agreement (by providing written notice to the Seller and Escrow Agent thereof prior to the expiration of the Due Diligence Period), it will pay the Additional Deposit to Escrow Agent on or before the expiration of the Due Diligence Period. Purchaser acknowledges and agrees that the time granted under this Agreement for any and all due diligence in connection with the Property, including analysis of financial data, review of the Title Insurance Commitment, Survey and Permitted Exceptions, performance of environmental and other testing and investigation will expire upon the expiration of the Due Diligence Period and Purchaser will have no right to object to any matters relating thereto after such date, time being of the essence with respect thereto. After the expiration of the Due Diligence Period, the only conditions to Purchaser's obligation to close the purchase of the Property will be as provided in Sections 2.1, 3.2, 4.2 and 6.2 of this Agreement.
Election to Proceed. Purchaser shall have elected, in its discretion, to consummate the acquisition of the Purchased Shares.
Election to Proceed. If any person seeks judicial review of the Order and the Order has become a Final Order, the Parties may, in their sole discretion, elect to proceed with the transfers and construction and installation of facilities contemplated in paragraph 4 and Appendix 7 pending the judicial review on such terms and conditions as the Parties may agree. If either Party does not elect to proceed with the transfers or the Parties are unable to agree on terms and conditions for proceeding with the transfers, the Parties’ obligations under paragraph 4 of this Agreement and Appendix 7 following the Order becoming a Final Order shall be suspended pending the judicial review.
Election to Proceed. Within 10 calendar days following receipt of the Valuation Determination, Travelzoo shall notify Azzurro in writing whether it elects to exercise the Option at the Option Price, and if Travelzoo shall not provide such notice it shall be deemed to have elected not to exercise the Option. As provided in 5.1(m) below, on the second occasion on which Travelzoo elects (or is deemed to elect) not to exercise the Option after receipt of the Valuation Determination, the Option and this Agreement shall terminate.
Election to Proceed. Buyer’s execution of this Agreement shall be deemed Buyers’ election to proceed with the purchase of the Properties pursuant to the provisions of this Agreement and a waiver of any right to terminate or claim any breach or default or failure of condition by reason of any matters actually known, or any Due Diligence Items delivered to or made available to Buyers, prior to the Effective Date.
Election to Proceed. By giving an Election to Proceed with respect to a Property or Properties, the Party giving such Election to Proceed shall be deemed to have agreed at the Closing with respect to the Property covered by such Election to Proceed as follows: (i) to accept such Property in its then "As Is" condition except for such representations are warranties given by the Transferor Party and are intended to survive the Closing and (ii) to accept title to such Property in the condition specified in the Title Pro Forma specified in such Election to Proceed. The Title Pro Forma specified in the Election to Proceed shall be incorporated into the Condition of Title at Closing on Exhibit L with respect to the applicable Property.
