Exception to Purchase Sample Clauses

Exception to Purchase. Notwithstanding anything contained herein to the contrary, Administrator, Parent and/or their Affiliates shall not be obligated to sell the Purchase Assets to the Group as provided in Section 10.6(d)(i) above if the Group is not able to pay the Purchase Price pursuant to the terms set forth above and assume the Practice Related Liabilities at the Purchase Closing. In such event, the Group shall surrender the Purchase Assets to Administrator, Parent and/or their Affiliates as of the Purchase Closing. If the Practice fails to so surrender the Purchase Assets, Administrator, Parent and/or their Affiliates may, if permitted by applicable law, without prejudice to any other remedy which it may have hereunder or otherwise, enter the Premises and take possession of the Purchase Assets and expel or remove the Group and any other person who may be occupying the Premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor.
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Exception to Purchase. Notwithstanding anything contained herein to the contrary, Apple shall not be obligated to sell the Purchase Assets to the Orthodontic Entity if the Orthodontic Entity is not able to pay the Purchase Price in cash and assume the Orthodontic Entity Related Liabilities at the Purchase Closing. In such event, the Orthodontic Entity shall surrender the Purchase Assets to Apple as of the Purchase Closing. If the Orthodontic Entity fails to so surrender the Purchase Assets, Apple may, without prejudice to any other remedy which it may have hereunder or otherwise, enter the Premises and take possession of the Purchase Assets and expel or remove the Orthodontic Entity and any other person who may be occupying the Premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor.
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Exception to Purchase. Notwithstanding anything contained --------------------- herein to the contrary, Medical Group shall not be obligated to sell the Purchase Assets, the Section 8(d)(ii) Assets, the Section 8(d)(iii) Assets, or the Section 8(e)(ii) Assets, as the case may be, to Physician if Physician is not able to pay the purchase price therefor pursuant to the terms set forth above at the Purchase Closing. In such event, Physician shall surrender the assets in Physician's possession or control to Medical Group as of the Purchase Closing. If Physician fails to so surrender the assets, Medical Group may, without prejudice to any other remedy which it may have hereunder or otherwise, enter the premises and take possession of the assets and expel or remove Physician and any other person who may be occupying the Premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor.
Sample 1
Exception to Purchase. Notwithstanding anything contained herein to the contrary, Pentegra shall not be obligated to sell the Purchase Assets to the Practice if the Practice is not able to pay the Purchase Price pursuant to the terms set forth above and assume the Practice Related Liabilities at the Purchase Closing. In such event, the Practice shall surrender the Purchase Assets to Pentegra as of the Termination Date. If the Practice fails to so surrender the Purchase Assets, Pentegra may, without prejudice to any other remedy which it may have hereunder or otherwise, enter the Premises and take possession of the Purchase Assets and expel or remove the Practice and any other person who may be occupying the Premises or any part thereof.
Sample 1
Exception to Purchase. Notwithstanding anything --------------------- contained herein to the contrary, MCP shall not be obligated to sell the assets to the Physician Member if Physician Member is not able to pay the purchase price therefor pursuant to the terms set forth above at the Purchase Closing. In such event, the Physician Member shall surrender the assets in the Physician Member's possession or control to MCP as of the Purchase Closing. If a Physician Member fails to so surrender the assets, MCP may, without prejudice to any other remedy which it may have hereunder or otherwise, enter the Premises and take possession of the assets and expel or remove the Physician Member and any other person who may be occupying the Premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor.
Sample 1

Related to Exception to Purchase

  • Option to Purchase Subject to Section 3.5, the Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to purchase any or all owned Bank Premises, including all Furniture, Fixtures and Equipment located on the Bank Premises. The Assuming Institution shall give written notice to the Receiver within the option period of its election to purchase or not to purchase any of the owned Bank Premises. Any purchase of such premises shall be effective as of the date of Bank Closing and such purchase shall be consummated as soon as practicable thereafter, and in no event later than the Settlement Date. If the Assuming Institution gives notice of its election not to purchase one or more of the owned Bank Premises within seven (7) days of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated with appraisals for such Bank Premises and associated Fixtures, Furniture and Equipment.

  • Election to Purchase (To Be Executed Upon Exercise of Warrant)

  • Decision to Purchase The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Servicer other than those contained in the Servicing Agreement or this Assignment Agreement.

  • Conditions to Purchaser’s Obligation to Purchase The obligation of Purchaser hereunder to purchase the Purchased Note and the Transferred Rights on the terms contemplated hereby at the Closing is subject to the satisfaction, at or before the Transfer Closing Date of each of the following conditions, provided that these conditions are for Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion. a. Seller shall have executed this Agreement and any amendment thereto which shall have been acknowledged and consented by the Company, and delivered the same to Purchaser. b. Seller shall have delivered to Purchaser the Purchased Note duly endorsed for transfer to Purchaser in accordance with Section 1(c) above. c. Purchaser shall have received an opinion of counsel of the Company substantially in the form of Annex I attached hereto. d. The representations and warranties of Seller and the Company shall be true and correct in all material respects as of the date when made and as of the Transfer Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and Seller and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Transfer Closing Date. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) TO: VERADIGM INC. The undersigned hereby irrevocably elects to exercise ______ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number: ______________________ ________________________________________________________________ (Please print name and address) ________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________ (Please print name and address) _________________________________________________________________ Dated: ______________, _______ Signature Signature Guaranteed:

  • Option to Build If the dates designated by Developer are not acceptable to Connecting Transmission Owner, the Connecting Transmission Owner shall so notify the Developer and NYISO within thirty (30) Calendar Days, and unless the Developer and Connecting Transmission Owner agree otherwise, Developer shall have the option to assume responsibility for the design, procurement and construction of Connecting Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities on the dates specified in Article 5.1.2; provided that if an Attachment Facility or Stand Alone System Upgrade Facility is needed for more than one Developer’s project, Developer’s option to build such Facility shall be contingent on the agreement of all other affected Developers. NYISO, Connecting Transmission Owner and Developer must agree as to what constitutes Stand Alone System Upgrade Facilities and identify such Stand Alone System Upgrade Facilities in Appendix A hereto. Except for Stand Alone System Upgrade Facilities, Developer shall have no right to construct System Upgrade Facilities under this option.

  • Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on August 22, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $301,354,734, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

  • Notice to Purchaser DO NOT SIGN THIS CONTRACT UNTIL YOU READ IT OR IF IT CONTAINS BLANK SPACES.

  • Agreement to Purchase Purchase Price Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

  • CONDITIONS TO PURCHASE The obligation of Holders to exchange their Senior Notes for Series A-1 Preferred Stock pursuant to this Agreement is subject to the receipt by Holders of all of the following documents and satisfaction of the other conditions provided in this Section 3.01, each of which shall be reasonably satisfactory to Holders in form and substance: (a) A certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Date, setting forth (i) resolutions of its board of directors with respect to the authorization of the Company to execute and deliver certificates representing the Series A-1 Preferred Stock, the Exchange Agreement Documents and the Restructuring Documents to which it is a party and to enter into the transactions contemplated in those documents (including, without limitation, the filing of the Certificate of Designations and the issuance of the Series A-1 Preferred Stock in connection with the Exchange), (ii) the officers of the Company who are authorized to sign the Exchange Agreement Documents and the Restructuring Documents to which Company is a party and, (iii) specimen signatures of the authorized officers, (iv) the certificate of incorporation of the Company (which shall include the Certificate of Designations) and the bylaws of the Company (which shall be the Amended and Restated Bylaws in the form attached hereto as Exhibit F), certified as being the true and complete certificate of incorporation and bylaws of the Company, respectively, and (v) the members of the board of directors of the Subsidiaries of the Company which shall be Xxxxx X. Xxxxx, Xxxx Xxxxx, Xxx Xxxxxx and Xxxxx Xxxx. (b) Certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Company and its Subsidiaries. (c) Certificates representing the Series A-1 Preferred Stock, duly completed, executed and delivered to each Holder, as applicable. (d) A compliance certificate which shall be substantially in the form attached hereto as Exhibit G, duly and properly executed by a Responsible Officer and dated as of the Closing Date. (e) Opinions of Xxxxxx and Xxxxx, LLP, counsel to the Company, in form and substance satisfactory to Holders, as to such matters incident to the transactions herein contemplated as Holders may reasonably request.

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