Obligation to Complete Sample Clauses

Obligation to Complete. (a) If, with respect to any Leased Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Adaptec and Roxio shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 1.6(a), Adaptec may by written notice to Roxio elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Roxio or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Adaptec makes such an election, until such time as the relevant Lease Consent is obtained and ...
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Obligation to Complete. 4 Section 1.7 Form of Transfer................................................5 Section 1.8
Obligation to Complete. Neither the Buyer nor the Seller shall be obliged to complete this Sale and Purchase Agreement unless the other complies in all material respects with its obligations under Clause 6.2 and Schedule 6.
Obligation to Complete. The Purchaser shall not be obliged to complete the purchase of any of the Sale Share and/or the Company Indebtedness unless the purchase of all the Sale Share and the Company Indebtedness is completed in accordance with this Agreement. Without prejudice to any other remedies available to the Purchaser, if in any respect the provisions of Clause 5.02 are not complied with by the Vendor on Completion the Purchaser may: (a) defer Completion to a date not more than 14 days after the Completion Date (and so that the provisions of this Clause 5.04 shall apply to Completion as so deferred); or (b) proceed to Completion so far as practicable (without prejudice to its rights hereunder); or (c) rescind this Agreement without prejudice to any other remedy it may have.
Obligation to Complete. 6 Section 2.8 Forms of Transfer Documents...............................................................7 Section 2.9
Obligation to Complete. (a) The Concessionaire will carry out and complete the Phase 2 Work: (i) In accordance with the provisions of this Contract, the HPTE Phase 2 Work Requirements, the Concessionaire's Phase 2 Work Proposals and Good Industry Practice, all Necessary Consents and all applicable Law (including, without limitation C.R.S. 38-26-107); and (ii) To achieve Phase 2 Work Completion by the Planned Full Services Commencement Date. (b) The Concessionaire will ensure that: (i) All persons employed in connection with the performance of the Phase 2 Work will be skilled and experienced in their several professions, trades and callings or adequately supervised; (ii) All aspects of the Phase 2 Work will be supervised by sufficient numbers of persons having adequate knowledge of such matters for the satisfactory and safe performance of the Phase 2 Work in accordance with this Contract; (iii) The Phase 2 Work is maintained in good order, kept in a safe condition and protected from damage, and working areas of the Site are secure against trespassers and clean and tidy, in each case so far as is practicable having regard to the nature of the Phase 2 Work; and (iv) An individual who is a registered licensed professional engineer in the State of Colorado will be "responsible charge" of the Phase 2 Work. As used in the preceding sentence, "responsible charge" means personal responsibility for the control and direction of engineering work within a professional engineer's scope of competence. (c) HPTE shall have the right to determine in its sole discretion acting in good faith that any individual employed by the Concessionaire or by any Sub-Contractor is acting so as to cause a material risk of damage to health, safety or property or is under the influence of alcohol or drugs or is acting or threatening to act in a violent manner, at which time at the written request of HPTE, the Concessionaire or such Sub- Contractor shall remove such Person and such Person shall not be re-employed on the Project without the prior written approval of HPTE. If the Concessionaire or the Sub-Contractor fails to remove such individual(s), then HPTE may, in its sole discretion, suspend the portion of the Phase 2 Work on which the individual is present by delivery of written notice of such suspension to the Concessionaire, and such suspension shall in no way relieve the Concessionaire of any obligation contained in this Contract.
Obligation to Complete. Without prejudice to any other remedies available to the Purchaser, if in any respect the provisions of Clause 5.2 are not complied with by the Vendor on Completion the Purchaser may: (i) defer Completion to a date not more than 14 days after the Completion Date (and so that the provisions of this Clause 5.4 shall apply to Completion as so deferred); or (ii) proceed to Completion so far as practicable (without prejudice to its rights hereunder); or (iii) rescind this Agreement without prejudice to any other remedy it may have.
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Obligation to Complete. If, with respect to any Relevant Lease for a Spinco Assigned Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, Remainco and Xxxxxx Partner shall commence good faith negotiations and use commercially reasonable efforts to determine how to address such Relevant Lease based on the relative importance of the applicable Leased Property to the operations of the Spinco Business, including the size of the applicable Leased Property, the number of employees employed at the applicable Leased Property, the value of assets associated with the applicable
Obligation to Complete. 4 SECTION 1.6 FORM OF TRANSFER.....................................................4 SECTION 1.7 CASUALTY; LEASE TERMINATION..........................................4 SECTION 1.8 TENANT'S FIXTURES AND FITTINGS.......................................5 SECTION 1.9 COSTS................................................................5 SECTION 1.10 FEE PROPERTY.........................................................5 ARTICLE II MISCELLANEOUS.......................................................................5
Obligation to Complete. If, with respect to any Parent Leased Property, SpinCo Leased Property, Parent Sublease Property, SpinCo Sublease Property or Split Lease Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, Parent and SpinCo shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the number of employees of each party at the applicable Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each party in the event any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of each party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Required Consent Lease, restructuring a proposed lease assignment to be a sublease and relocating one party.
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