Feasibility Determination Sample Clauses

Feasibility Determination. If Cempra, in consultation with FFFC, determines that FFFC cannot implement the proposed revision to the API Specifications or API Manufacturing Procedures in a cost-effective manner, it may withdraw the proposed revision. If the revision is required by a Regulatory Authority, however, then the Parties shall discuss in good faith to implement such revisions in a cost-effective manner upon mutual agreement of the Parties with respect thereto.
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Feasibility Determination. Nipawin, SRC and Fulcrum will collectively evaluate the pre-FEED results and reasonably determine the feasibility of the ASPD Technology based on the N/S Technology.
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Feasibility Determination. After said feasibility study has been furnished to the Tribal Council, the Tribal Council and KAR shall jointly determine the size and scope of the Gaming Facility and whether or not to include the Temporary Gaming Facility within the Enterprise. Inclusion of the Temporary Gaming Facility within the Enterprise shall be dependent upon an agreement between KAR and SHINGLE SPRINGS with respect to such additional matters as may need to be addressed in order to fully provide for said Temporary Gaming Facility. Construction and operation of the Temporary Gaming Facility shall in no way limit the full term of the Management Agreement for the Gaming Facility. The terms, conditions and provisions of this Section 4.2 shall control and take precedence over any contrary terms, conditions and provisions contained in this Agreement.
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Feasibility Determination. After said feasibility study has been furnished to the Board, the Board and MANAGER shall jointly determine the size and scope of the Gaming Facility and whether or not to include a Temporary Gaming Facility within the Enterprise. Inclusion of a Temporary Gaming Facility within the Enterprise shall be dependent upon an agreement between MANAGER and the Board with respect to such additional matters as may need to be addressed in order to fully provide for said Temporary Gaming Facility. Construction and operation of the Temporary Gaming Facility shall in no way limit the full term of the Management Agreement for the Gaming Facility. The terms, conditions and provisions of this Section 4.2 shall control and take precedence over any contrary terms, conditions and provisions contained in this Agreement.
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Feasibility Determination. If Allos, in consultation with Hovione, determines that Hovione cannot implement the revision in a cost-effective manner, it may withdraw the proposed Specification revision. If the revision is required by a Regulatory Authority, however, then upon reasonable written notice to Hovione, Allos may terminate this Agreement in whole or in part or may treat the circumstance as an “inadequate supply” event and take other actions as provided in Section 7.5.
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Feasibility Determination. The “Feasibility Period” shall commence on the Effective Date hereof and expire twenty-one (21) days thereafter. On or before the expiration of the Feasibility Period, Buyer shall have determined, in its sole discretion, that it is satisfied with the results of any inspections, tests or examinations made of the Property, and any and all other documents or information reasonably requested by Xxxxx relating to the Property. During the Feasibility Period, and upon reasonable notice received from Buyer, Seller shall:
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Feasibility Determination. The physical condition and all other aspects of the Property (including appraisal, environmental, economic and entitlements) shall meet the approval of Purchaser, in Purchaser’s sole judgment and discretion, based upon on-site inspections of the Property, and other investigations and inquiries made by Purchaser or Purchaser’s representatives during the Feasibility Period including, but not limited to, a review of the Lifecare Lease. Seller has heretofore delivered a complete copy of the Lifecare Lease and guaranty thereof, together with all amendments thereto. If Purchaser disapproves the condition or any other aspect of the Property or this transaction as the result of such feasibility study, for any reason or for no reason at all, Purchaser shall notify Seller and the Escrow Agent in writing of such disapproval prior to the termination of the Feasibility Period, and this Agreement shall thereupon be terminated. In that event, the Xxxxxxx Money shall be returned to Purchaser and the Escrow Agent shall be authorized to make such disbursements of the Xxxxxxx Money without any further joinder or approval of Seller or Purchaser. If Purchaser does not notify Seller and the Escrow Agent in writing prior to the expiration of the Feasibility Period that Purchaser has disapproved the Property and elected to terminate this Agreement as herein provided, then Purchaser shall be deemed conclusively to have waived the right to terminate this Agreement under the provisions of this Section 4.01(b). Seller shall cooperate with Purchaser to make the Property fully accessible to Purchaser and Purchaser’s consultants for purposes of Purchaser’s inspections and tests during the Feasibility Period, subject to the terms and conditions of the Lease.
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Feasibility Determination. If, during the Due Diligence Period, Purchaser determines that it is not satisfied with the Property for any reason or no reason, in Purchaser's sole and absolute discretion, Purchaser shall have the right to terminate this Agreement by giving Notice (as defined in Section 15) to Seller prior to the expiration of the Due Diligence Period, in which event, the Xxxxxxx Money shall be refunded to Purchaser, and neither party shall have any further liability to the other under this Agreement, except for the obligations and indemnities set forth in this Agreement that expressly survive termination (the "Surviving Obligations"). If Purchaser fails to give said Notice, Purchaser shall be deemed to have waived its right to terminate this Agreement as provided in this Section 3(c).
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Feasibility Determination. Notwithstanding anything in this Agreement to the contrary, in the event Assignee, in its sole and absolute discretion, is dissatisfied with the results of its inspection and feasibility review, then Assignee may terminate this Agreement by giving Notice of such termination to Assignor and Escrow Agent on or before 2:00 p.m., Arizona Time, on the Feasibility Expiration Date, whereupon this Agreement shall terminate, the Deposit(s) shall be returned to Assignee, and thereafter, except as otherwise provided in this Agreement, neither Party shall have any further obligations or liabilities under this Agreement. Unless Assignee has delivered written notice to Assignor and Escrow Agent, by 2:00 p.m., Arizona Time, on the Feasibility Expiration Date, expressly stating that Assignee elects to waive this termination right and proceed with the acquisition of the Assigned Interests, then Assignee shall be deemed conclusively to have terminated this Agreement pursuant to this Section 9. If Assignee so provides Notice to Assignor of dissatisfaction with the results of its inspection and feasibility review subject to conditions, Assignee shall be conclusively deemed to have provided Notice of termination under this Section 9. Notwithstanding the foregoing or anything to the contrary herein, by this reference Assignee hereby expressly provides written notice to Assignor and Escrow Agent that Assignee elects to waive the aforementioned termination right and elects to proceed with the acquisition of the Assigned Interests.
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Related to Feasibility Determination

  • Eligibility Determination EOHHS will have sole authority for determining whether individuals or families meet any of the eligibility criteria and therefore are eligible to enroll in a Health Plan.

  • INDEPENDENT PRICE DETERMINATION 6.1 By signing and submitting this bid, the Bidder certifies that the prices in this bid have been arrived at independently, without consultation, communication or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the Bidder prior to bid opening directly or indirectly to any other Bidder or to any competitor; no attempt has been made, or will be made, by the Bidder to induce any person or firm to submit, or not to submit, a bid for the purpose of restricting competition.

  • Expert Determination If a Dispute relates to any aspect of the technology underlying the provision of the Goods and/or Services or otherwise relates to a financial technical or other aspect of a technical nature (as the Parties may agree) and the Dispute has not been resolved by discussion or mediation, then either Party may request (which request will not be unreasonably withheld or delayed) by written notice to the other that the Dispute is referred to an Expert for determination. The Expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within ten (10) Working Days, or if the person appointed is unable or unwilling to act, the Expert shall be appointed on the instructions of the relevant professional body. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within thirty (30) Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within twenty (20) Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

  • Termination Date Determination Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

  • Determination by the Reviewing Party If the Company reasonably believes that it is not obligated under this Agreement to indemnify the Indemnitee, the Company shall, within 10 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses, notify the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the Reviewing Party (as hereinafter defined). The Reviewing Party shall make a determination on the request within 30 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary, in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce his/her indemnification right in accordance with Section C.3 below.

  • Company Determination Final Any determination that the Company or the Board of Directors must make pursuant to this Article is conclusive.

  • Committee Determination Any adjustments or other action pursuant to this Section 4 shall be made by the Committee, and the Committee's determination as to what adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.

  • Good Faith Determination The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.

  • Challenge to Good Faith Determination Whenever the Board of Directors of the Company shall be required to make a determination in good faith of the fair value of any item under this Section 4, such determination may be challenged in good faith by the Holder, and any dispute shall be resolved by an investment banking firm of recognized national standing selected by the Holder and reasonably acceptable to the Company.

  • Independence from Material Breach Determination Except as set forth in Section X.D.1.c, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that Xxxxx has materially breached this IA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.D, below.

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