Failure to Exercise the Option Sample Clauses
The "Failure to Exercise the Option" clause defines the consequences if a party does not act within the specified timeframe to exercise an option granted under the agreement. Typically, this means that if the option holder does not provide written notice or take the required steps before the deadline, the right to exercise the option is lost and cannot be revived. This clause ensures that both parties are clear about the importance of deadlines and prevents disputes over whether an option can still be exercised after the expiration period, thereby promoting certainty and finality in contractual relationships.
Failure to Exercise the Option. If Purchaser does not exercise the Option before the end of the term of the Option, this Agreement will end, and neither party will have any further obligation hereunder.
Failure to Exercise the Option. If Corregidor does not exercise the Option during the Option Exercise Period, and if the term of the Sublease has not already expired or terminated, then Alkermes will have the right to terminate the Sublease, in its sole discretion, as provided in Section 15 of the Sublease.
Failure to Exercise the Option. If Optionee does not timely exercise the option as set forth in Section 1 hereinabove, then the Option Fee shall be retained by Optionor and Optionee shall immediately return all such Data provided by Optionor and destroy all copies, notes, and other reproductions and analysis of the Data, and shall evidence such destruction by an affidavit signed by an officer of Optionee.
Failure to Exercise the Option. If the Option is not exercised prior to the Option Expiry Date, then the Option shall be null and void and of no further force or effect whatsoever, there shall be no further liability or obligation on the part of any Party under this Article 2, and this Agreement shall terminate in accordance with Section 8.2(c)(i).
Failure to Exercise the Option. If Buyer fails to properly exercise the option before this agreement expires, the option shall terminate.
Failure to Exercise the Option. Should Buyer, upon written notice to Seller, terminate the Option at any time during the Option Period, or should Buyer fail to exercise the Option (and immediately proceed with the Closing of the Escrow) in accordance with the requirements of this Agreement (including, without limitation, payment and performance of all obligations under this Agreement required for a valid exercise of the Option) prior to the expiration of the Option Period, or fail to pay any installment of the Additional Option Consideration when and as required pursuant to Section 2.2.3, then in any such event (a) the outstanding principal balance and any other amounts accrued under the Buyer’s Option Note shall be immediately due and payable pursuant to the terms set forth therein and together with all other Option Consideration (including, without limitation, the Warrant) shall be deemed earned and may be retained by Seller, (b) Seller is hereby instructed to record the Quitclaim Deed in the Official Records without any notice to or action on the part of the Buyer, (c) if requested by Seller pursuant to Section 3.3.3, Buyer shall deliver to Seller any Due Diligence Materials specifically requested by Seller prior to such termination, and (d) this Agreement shall terminate, the Option shall be null and void, and neither party shall have any further rights, obligations or liabilities hereunder, except pursuant to this Section 2.4 and any other provisions of this Agreement which expressly survive such termination, and except that such termination shall in no event affect any of Seller’s rights or remedies under the Lease Termination Agreement, the Buyer’s Option Note or the Guaranty which Seller, Buyer and Guarantor acknowledge and agree shall survive any termination of this Agreement. Buyer and Guarantor hereby acknowledge and agree that in the event of any termination of the Option or this Agreement pursuant to this Section 2.4, or pursuant to Article 3, Article 5 or Article 7, or the avoidance, for any reason, by Buyer, Buyer’s successors or Buyer’s creditors of all or any part of Buyer’s payment or performance obligations under this Agreement and/or any other agreement executed by the parties in connection herewith, neither Buyer nor Guarantor shall have any right to a refund by Seller of any portion of the Option Consideration paid by Guarantor or Buyer to Seller, of any portion of the Additional Option Consideration paid to Seller pursuant to Section 2.2.3, of any portion of the Te...
Failure to Exercise the Option. If PEF fails to exercise the Option by the end of the Option Period, or if the Option is terminated as provided in Section 2.2, then (a) Ranchcorp shall have no obligation to refund to PEF any payments theretofore made on account of the Initial Obligation; (b) PEF shall deliver to Ranchcorp a fully executed and acknowledged quitclaim deed to the Site Selection Areas; (c) this Agreement shall immediately terminate; and (d) the parties shall have no further obligations to each other except as otherwise specifically provided in this Agreement and the Transaction Agreement. This Section 5 is not intended to and does not in any way limit or affect any of the rights or remedies available to PEF in the event Ranchcorp defaults in the due and timely performance of any of its obligations, or is in breach of any of its representations and warranties, under this Agreement or any other agreement.
Failure to Exercise the Option. (a) Except as set forth herein, in the ------------------------------- event that Purchaser fails to timely exercise the Option, the Option shall be deemed to have automatically terminated at the expiration of the Option Term and neither party shall have any further obligation or duty to the other party under this Agreement. In the event of such termination, any sums paid by Purchaser to Seller, including the Option Consideration, shall be forfeited to Seller and shall not be subject to any claim for reimbursement.
(b) Purchaser shall be entitled to the return of the Option Consideration without penalty upon the occurrence of either of the following: the threat or commencement by a third party which is not an officer, principal or affiliate of Purchaser, of an administrative or judicial proceeding seeking to prevent or restrain the consummation of the Asset Purchase Agreement or which would materially and adversely affect the Assets or the use thereof; or a material and adverse change to the physical condition of the Assets. Seller agrees that it will give Seller prompt written notice of the occurrence of either of the foregoing events ("Notice"). Upon Purchaser's receipt of Notice from Seller, Purchaser shall have the right, in its sole discretion, to request Seller to return the Option Consideration. Seller shall return the Option Consideration in full and in good funds to Purchaser within three business days following Seller's receipt of Purchaser's request.
Failure to Exercise the Option. If Tenant fails to exercise the Option, Tenant acknowledges and agrees that Tenant shall, at Tenant’s sole cost, in addition to the Access Improvements set forth in Section 5 above, design and build a rated exit corridor pursuant to plans and specifications reasonably approved by Landlord, the cost of which is estimated to be approximately $85,000.00. Such plans shall be delivered to Landlord on or before February 15, 2011. Tenant’s failure to meet the obligations under this Section shall be deemed a material Default under the Lease.