Feasibility Study A feasibility study will identify the potential costs, service quality and other benefits which would result from contracting out the work in question. The cost analysis for the feasibility study shall not include the Employer’s indirect overhead costs for existing salaries or wages and benefits for administrative staff or for rent, equipment, utilities, and materials, except to the extent that such costs are attributable solely to performing the services to be contracted out. Upon completion of the feasibility study, the Employer agrees to furnish the Union with a copy if the feasibility study, the bid from the Apparent Successful Bidder and all pertinent information upon which the Employer based its decision to contract out the work including, but not limited to, the total cost savings the Employer anticipates. The Employer shall not go forward with contracting out the work in question if more than sixty percent (60%) of any projected savings resulting from the contracting out are attributable to lower employee wage and benefit costs.
Study Period (a) The Buyer shall have the right, upon prior reasonable written notice to the Seller to examine the books and records relating to the Property, to enter upon the Land and to perform, at the Buyer’s expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Buyer may deem appropriate, taking care to cause minimal interference with the business conducted on the Property; provided that (i) no invasive testing may be conducted without the Seller’s prior written consent, which may be withheld by the Seller in its sole discretion, and (ii) none of the Buyer or any of its representatives, lender, consultants and agents shall (x) cause any damage or make any physical changes to any of the Property or (y) intentionally or unreasonably interfere with the rights of Hotel guests or others who may have a legal right to use or occupy the Property or (z) otherwise intentionally or unreasonably interfere with the operation of the Property. The Seller or its representatives shall have the right to be present to observe any testing or other inspection performed on any of the Property. If for any reason, or no reason, the Buyer notifies the Seller, in writing, prior to 5:00 p.m. Central Time on the last day of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Xxxxxxx Money shall be immediately returned to the Buyer, and, upon return of the Xxxxxxx Money, the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). (b) Promptly after the Effective Date, and throughout the term of this Agreement as any of the materials listed in Schedule B become available to the Seller or are amended or updated, (to the extent not previously provided or made available to the Buyer) the Seller shall deliver to the Buyer, copies of such materials which are in, or come into, the Seller’s possession or control. (c) Buyer hereby agrees to indemnify, defend and hold the Seller, and its employees, guests, contractors, tenants, manager and their respective invitees harmless from all personal injury or property damage suffered or incurred by or claimed against the foregoing arising directly out of any due diligence activities conducted or the entry upon the Land by any of Buyer, its representatives, lenders, consultant or agents, provided, however, such indemnity shall not cover liability arising from pre-existing conditions unless such pre-existing conditions are exacerbated by the Buyer or its consultants, agents, contractors, employees or representatives, in which case the Buyer shall be liable for and to the extent of the exacerbated condition and not the pre-existing condition. The Buyer, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by the Buyer, or its agents or contractors, but specifically excluding restoring or correcting any environmental or other damage to the Real Property that is discovered as a result of such tests or studies. The Buyer and any of its agents and contractors shall maintain at all times during their entry upon any of the Property for the purpose of conducting any due diligence activities, commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) combined single limit, bodily injury, death and property damage insurance per occurrence. Upon the Seller’s request, Buyer (or its agents or contractor) will deliver a certificate issued by the insurance carrier of each such policy to the Seller prior to any entry upon any Property. (d) The Buyer’s obligations under this SECTION 3.1 shall survive any termination of this Agreement or the Closing of the transaction contemplated herein.
Development Phase contractual phase initiated with the approval of ANP for the Development Plan and which is extended during the Production Phase while investments in xxxxx, equipment, and facilities for the Production of Oil and Gas according to the Best Practices of the Oil Industry are required.
Development Period The Contractor may commence pre-construction activities like utility shifting, boundary wall construction or any other activity assigned to the Contractor by the Authority to enable construction of the Project Highway immediately after signing of the Agreement, to the extent that such work is ready for execution. The Parties agree that these works may be taken up and completed to the extent feasible by the Contractor, before declaration of the Appointed Date, but no claim against the Authority for delay shall survive during this period and that the undertaking of these works by the Contractor shall not count towards the Scheduled Construction Period of the project which starts counting only from the Appointed Date. No construction activity of the Project Highway shall be undertaken during the development period.
Evaluation Period Until 5:00 p.m. Eastern time on August 16, 2002 (the "Evaluation Period"), Purchaser and its authorized agents and representatives (for purposes of this Article V, the "Licensee Parties") shall have the right, subject to the right of any Tenants, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "Entry Notice") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and with whom any Licensee Party will communicate. At Seller's option, Seller may be present for any such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Purchaser shall elect to communicate with any of the Authorities and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetings. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.
Feasibility Period (a) For a Feasibility Period of ninety (90) days from the date hereof (the "Feasibility Period"), Buyer is granted the right to conduct physical inspections, tests and investigations of the Premises in such a manner as not to inconvenience the tenants and to review copies of the Leases, Service Contracts, bills for calendar years 1994 and 1995 for real estate taxes, utilities (water, sewer, gas and electric) insurance premiums and trash removal pertaining to the Premises. At any time during said Feasibility Period, Buyer shall have the right, for any reason whatsoever, to cancel and terminate this Agreement by serving written notice thereof upon Seller on or before the expiration of said Feasibility Period; if Buyer elects to terminate this Agreement as permitted herein, then this Agreement shall be cancelled and terminated and the Deposit, together with interest earned thereon, shall be returned to Buyer and neither party hereunder shall have any further liability or obligation to the other hereunder except with respect to the indemnifications contained in this Xxxxxxxxx 0, Xxxxxxxxx 5(e) and Paragraph 22; if Buyer fails to exercise its right to terminate this Agreement as permitted herein, then said right shall automatically lapse, terminate and become null and void. Buyer shall indemnify and save harmless the Seller from any liability, loss, cost or expense (including reasonable attorney's fees) arising from or in connection with such inspection and/or entry upon the Premises; said indemnification shall survive Closing and/or termination of this Agreement." 3. All references in the Agreement of Sale to the "Extended Feasibility Period" are hereby deleted. 4. Except as specifically set forth herein, the Agreement of Sale remains effective in accordance with its terms.
Diligent Completion The Company agrees to use its reasonable efforts to cause the completion of the Project as soon as practicable, but in any event on or prior to the end of the Investment Period.
Satisfactory Completion of Due Diligence The Company and the Shareholders shall have completed their legal, accounting and business due diligence of the Parent and the results thereof shall be satisfactory to the Company and the Shareholders in their sole and absolute discretion.
Development Diligence Pfizer will use its Commercially Reasonable Efforts to Develop and seek Regulatory Approval for [ * ] Product [ * ] in the Field [ * ]. Pfizer will [ * ] with respect to the Development or Regulatory Approval of Products under this Agreement.
Studies The clinical, pre-clinical and other studies and tests conducted by or on behalf of or sponsored by the Company or its subsidiaries that are described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus were and, if still pending, are being conducted in accordance in all material respects with all statutes, laws, rules and regulations, as applicable (including, without limitation, those administered by the FDA or by any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA). The descriptions of the results of such studies and tests that are described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus are accurate and complete in all material respects and fairly present the published data derived from such studies and tests, and each of the Company and its subsidiaries has no knowledge of other studies or tests the results of which are materially inconsistent with or otherwise call into question the results described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor its subsidiaries has received any notices or other correspondence from the FDA or any other foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA with respect to any ongoing clinical or pre-clinical studies or tests requiring the termination or suspension of such studies or tests. For the avoidance of doubt, the Company makes no representation or warranty that the results of any studies, tests or preclinical or clinical trials conducted by or on behalf of the Company will be sufficient to obtain governmental approval from the FDA or any foreign, state or local governmental body exercising comparable authority.