Negotiation of Transaction Documents Sample Clauses

Negotiation of Transaction Documents. Subject to the terms and conditions of this ENA, the Parties shall diligently confer, negotiate in good faith, and seek to complete the Transaction Documents in a form that is approved by legal counsel for each Party, incorporating specific terms, including, without limitation, the responsibilities of each Party, the economic parameters, development standards and requirements, and a performance schedule. Developer agrees and acknowledges that the obligation to “negotiate in good faith” is limited to the actions of City staff and that the foregoing obligation does not apply to, or bind, any other department or body of the city nor the City Council. The Transaction Documents are subject to City Council approval in compliance with applicable law. The Transaction Documents shall provide for mutually agreed-upon closing conditions, including, without limitation, title insurance, closing date, closing costs, receipt of final approval of all regulatory approvals, and permits required for the Project upon terms and conditions reasonably acceptable to the Parties, and the ability of Developer to obtain financing on commercially reasonable terms and conditions. Failure of such negotiations, or failure to obtain City approval of any Transaction Document, shall not be deemed a Developer Event of Default and the Deposit shall be returned to Developer.
Sample 1
Negotiation of Transaction Documents. Between the date hereof and the Closing Date, Seller and Purchaser shall in good faith, and use their respective commercially reasonable efforts to, negotiate and finalize the Transaction Documents (as well as the Schedules and Exhibits pertaining thereto), in each case, substantially consistent with the forms or terms attached as Exhibits hereto. To the extent transition services or another arrangement, including for the use of any Software set forth in Section 2.17(k) of the Seller Disclosure Schedule or the sourcing of materials and components from any Supplier, is necessary pursuant to the terms of Section 1.9 (Non-Transferable Assets) or otherwise to provide either Purchaser or Seller, or any of their Subsidiaries with rights of access, use and benefits of any asset or service reasonably necessary in order for Purchaser to conduct the Business as currently conducted or for Seller to conduct the Retained Business as currently conducted, the Parties shall in good faith use their respective commercially reasonable efforts to negotiate and finalize such transition services or other arrangement.
Sample 1
Negotiation of Transaction Documents. The parties shall diligently meet, negotiate in good faith and seek to complete the Transaction Documents in a form that is approved by legal counsel for each party, incorporating specific terms, including without limitation the responsibilities of each party, the economic parameters, development standards and requirements and a performance schedule. Each of Lead Developer and Affordable Developer agree and acknowledge that the obligation to “negotiate in good faith” is limited to the actions of Successor Agency staff and that the foregoing obligation does not apply to, or bind, any other regulatory body other than the Commission. The Transaction Documents are subject to Commission approval in compliance with applicable law. The Transaction Documents may also be subject to review and approval by the Oversight Board of the City and County of San Francisco and the City’s Board of Supervisors. The Transaction Documents shall provide for mutually agreed-upon closing conditions, including without limitation, title insurance, receipt of final approval of all regulatory approvals required for the Project upon terms and conditions reasonably acceptable to all parties, and the ability of Lead Developer and Affordable Developer to obtain financing on commercially reasonable terms and conditions.
Sample 1
Negotiation of Transaction Documents. The parties shall diligently meet, negotiate in good faith and seek to complete the Transaction Documents in a form that is approved by legal counsel for each party, incorporating specific terms, including without limitation the responsibilities of each party, the economic parameters, development standards and requirements, and a performance schedule. Developer agrees and acknowledges that OCII’s obligation to “negotiate in good faith” is limited to the actions of OCII staff and that the foregoing obligation does not apply to, or bind, any other regulatory body other than the Commission. The Transaction Documents are subject to Commission approval in compliance with applicable law. The Transaction Documents may also be subject to review and approval by the Oversight Board of the City and County of San Francisco, the City’s Board of Supervisors, and the TJPA Board of Directors.
Sample 1
Negotiation of Transaction Documents. The parties shall diligently meet, negotiate in good faith and seek to complete the Transaction Documents in a form that is approved by legal counsel for each party, incorporating specific terms, including without limitation the responsibilities of each party, the economic parameters, development standards and requirements, and a performance schedule. Xxxxxxxxx agrees and acknowledges that the Successor Agency’s obligation to “negotiate in good faith” is limited to the actions of Successor Agency staff and that the foregoing obligation does not apply to, or bind, any other regulatory body other than the Successor Agency. The Transaction Documents are subject to Commission approval in compliance with applicable law. The Transaction Documents may also be subject to review and approval by the Oversight Board of the City and County of San Francisco, and the City’s Board of Supervisors. The Transaction Documents shall provide for mutually agreed-upon closing conditions, including without limitation, title insurance in form and with exceptions satisfactory to the Developer, and the ability of Developer to obtain financing on commercially reasonable terms and conditions.
Sample 1

Related to Negotiation of Transaction Documents

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek best execution. In assessing best execution available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM. (b) It is understood that the services of the Sub-Adviser are not exclusive, and nothing in this Agreement shall prevent the Sub-Adviser from providing similar services to other investment companies or from engaging in other activities, provided that those activities do not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. The Fund and CSAM further understand and acknowledge that the persons employed by the Sub-Adviser to assist in the performance of its duties under this Agreement will not devote their full time to that service. Nothing contained in this Agreement will be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature, provided that doing so does not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. (c) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in a manner that is fair and equitable, in the judgment of the Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to such other clients. The Fund recognizes that the effect of the aggregation may operate on some occasions to the Fund's advantage or disadvantage. The Sub-Adviser shall provide to CSAM and the Fund all information reasonably requested by CSAM and the Fund relating to the decisions made by the Sub-Adviser regarding allocation of securities purchased or sold, as well as the expenses incurred in a transaction, among the Fund and the Sub-Adviser's other investment advisory clients. (d) In connection with the purchase and sale of securities for the Fund, the Sub-Adviser will provide such information as may be reasonably necessary to enable the custodian and co-administrators to perform their administrative and recordkeeping responsibilities with respect to the Fund.

  • Consummation of Transactions Each party shall use all ---------------------------- commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable Law to carry out all of its respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following: (1) The parties shall use all commercially reasonable efforts to cause the Closing to occur and the Transactions to be consummated in accordance with the terms hereof, and, without limiting the generality of the foregoing, to obtain all necessary Consents including, without limitation, the approval of this Agreement and the Transactions by all Governmental Authorities and agencies, including the FCC, applicable to the execution, delivery and performance of this Agreement or the consummation of the Transactions, and to make all filings with and to give all notices to third parties which may be necessary or reasonably required in order for the parties to consummate the Transactions. (2) Each party shall furnish to the other parties all information concerning such party and its Affiliates reasonably required for inclusion in any application or filing to be made by the Company or any other party in connection with the Transactions or otherwise to determine compliance with applicable FCC Law. (3) Upon the request of any other party, each party shall forthwith execute and deliver, or cause to be executed and delivered, such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may reasonably be requested by such party in order to effectuate the purposes of this Agreement. Nothing in this Agreement shall be construed to require the parties to consummate the Closing if any regulatory approval would require that it (i) divest or hold separate any of its assets existing as of the date hereof other than as contemplated by this Agreement or (ii) otherwise take or commit to take any action that limits its freedom of action in any material respect with respect to any of its businesses, product lines or assets.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

  • As Of Transactions For purposes of this Article M, the term “

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

  • Description of Transaction 1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).