Election to Proceed Clause Samples

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. 5 2.3 Acquisition by a Newco ............................................... 6 2.4 Expense Advances ..................................................... 6 2.4.1 Expense Budget Procedures ...................................... 6 2.4.2 Uncompensated Actions .......................................... 6 2.4.3 Application of Third Party Royalties ........................... 6 2.4.4 Acquired Markets Subject to Use Agreements ..................... 7 2.5 Clearwire Option to Enter Use Agreements ............................. 7 2.5.1 Use Agreement for Unencumbered Channels ........................ 7 2.5.2 Subsequent Use Agreement Rights ................................ 7 2.5.3 Subsequent Use Agreement Option ................................ 7 2.5.4 Clearwire License Options ...................................... 8 2.6

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.

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. By executing this Amendment No. 4: (i) Symantec shall be deemed to have given its Election to Proceed with respect to CCC2 in satisfaction of the condition set forth in Section 5.4.1.1 of the Agreement, and (ii) TST shall be deemed to have given its Election to Proceed with respect to CCC5 and WHQ pursuant to Section 5.3.1.1

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. 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.