Obligation to Purchase the Hotel Sample Clauses

Obligation to Purchase the Hotel. If Purchaser does not terminate this Agreement in accordance with Sections 1.3(f) or 6.3(b) or as otherwise expressly set forth in this Agreement, then Purchaser agrees, at Closing, to purchase the Hotel and to assume all of the Hotel Contracts and to assume and honor all of the Bookings. Seller shall pay any transfer or other fee or payment payable under any Hotel Contract as a result of the assignment and assumption of such Hotel Contract in connection with the transfer of the Hotel. Seller shall use commercially reasonable efforts to obtain the consent to the transfer of any Hotel Contract which requires such consent; provided, however, Purchaser shall reasonably cooperate with Seller (at no cost or expense to Purchaser) in obtaining any such consent. Notwithstanding anything to the contrary contained herein, in the event that Seller is unable to obtain any consent to the transfer of any Hotel Contract, (i) such Hotel Contract shall be deemed to be an Excluded Asset, (ii) Seller shall not be in default hereunder, (iii) Seller shall remain solely liable for any and all costs in connection with the termination of any such Hotel Contract (including, without limitation, any break-up fees, termination fees and our damages as the result thereof), and (iv) the parties shall consummate the Closing in accordance with this Agreement without the transfer of such Hotel Contract to Purchaser and without any abatement of the Purchase Price.
Sample 1
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Obligation to Purchase the Hotel. If Purchaser does not terminate this Agreement in accordance with Section 1.3(f) or 1.3(g) above or as otherwise expressly set forth in this Agreement, then Purchaser agrees, at Closing, to purchase the Hotel and to assume all of the Hotel Contracts and to assume and honor all of the Bookings. Seller shall pay any transfer or other fee or payment payable under any Hotel Contract as a result of the assignment and assumption of such Hotel Contract in connection with the transfer of the Hotel. Seller shall use commercially reasonable efforts to obtain the consent to the transfer of any Hotel Contract which requires such consent; provided, however, Purchaser shall reasonably cooperate with Seller in obtaining any such consent.
Sample 1

Related to Obligation to Purchase the Hotel

  • Obligation to Purchase (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal ("Put Purchase Price") designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be two years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.

  • Conditions to Purchaser’s Obligation to Purchase The obligation of the Purchaser hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions may be waived by the Purchaser at any time in its sole discretion:

  • Conditions to The Purchaser’s Obligation to Purchase The obligation of the Purchaser hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in its sole discretion:

  • Conditions to The Buyer’s Obligation to Purchase The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

  • Agreement to Purchase Purchase Price a. Upon the terms and subject to the conditions of this Agreement, on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, ________ (------) shares of the Company's Common Stock (the "Shares") at a purchase price of _______ ($_____) per Share, for a total purchase price of _______________ ($_______). The term "Shares" refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares.

  • CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE The obligation of each Buyer hereunder to purchase the Debenture and Warrants at each Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE The obligation of each Buyer hereunder to purchase the Notes and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

  • No Obligation to Pursue Others Bank has no obligation to attempt to satisfy the Obligations by collecting them from any other person liable for them and Bank may release, modify or waive any collateral provided by any other Person to secure any of the Obligations, all without affecting Bank’s rights against Borrower. Borrower waives any right it may have to require Bank to pursue any other Person for any of the Obligations.

  • CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE 7.1 The obligation of each Purchaser hereunder to purchase the Preferred Stock and Warrants to be purchased by it on the date of the Closing is subject to the satisfaction of each of the following conditions, provided that these conditions are for each Purchaser's sole benefit and may be waived by such Purchaser at any time in such Purchaser's sole discretion:

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE (a) The obligation of the Investor hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:

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