Option to Proceed Sample Clauses

Option to Proceed. (a) In the event of a Pre-Closing Breach by the Stockholders or the Company, or the inability of the Stockholders to give title, make conveyance or deliver possession of any of the Shares, or the inability of the Stockholders or the Company to satisfy all of the terms and conditions precedent to Closing as set forth in this Agreement, all as herein stipulated, the Buyer may elect by written notice given to the Stockholders' Representative and the Company at or prior to the Closing Date either to (i) terminate this Agreement, or (ii) extend the scheduled Closing Date by 30 days, during which period the Stockholders shall use their best efforts to cure the Pre-Closing Breach, remove all Share Encumbrances, if any, not permitted by the terms of this Agreement, remove all other defects in title, and to deliver possession and good, clear and marketable title to the Shares, and the Stockholders or the Company (as the case may be) shall use their best efforts to satisfy all other conditions to Closing as provided herein, and to make the assets of the Company and the Subsidiaries conform to the provisions herein, as the case may be. If the Stockholders or the Company (as the case may be) are unable, upon expiration of such 30-day period, to cure the Pre-Closing Breach, remove all such encumbrances and defects and to satisfy all such conditions to Closing, the Buyer may elect, by written notice given to the Stockholders' Representative and the Company, to (x) terminate this Agreement, (y) proceed with the Closing, or (z) extend the Closing Date for an additional 30 days. (b) If the Buyer elects to extend the Closing Date for an additional 30 days pursuant to clause (z) of paragraph (a) above, the Buyer and the Stockholders' Representative shall, within the 30-day period specified in clause (z) of paragraph (a) above, agree upon the amount of the diminution in the value of the Shares being transferred to the Buyer as a result of the Pre-Closing Breach or the cost to the Buyer of curing the applicable breach, failure or defect (the "Adjustment Amount"), and the Base Price shall be reduced by the Adjustment Amount. The Buyer and the Stockholders' Representative shall use their best efforts to agree upon the Adjustment Amount within such 30-day period; provided, however, that if the Buyer and the Stockholders' Representative cannot agree upon the Adjustment Amount within such 30-day period, the Buyer may terminate this Agreement.
Sample 1
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Option to Proceed. At any time during Phase II, if it is determined that the product can not be manufactured in the AFI facility due to exposure or safety concerns, or if it is determined that the product can not be manufactured in accordance with the Method of Manufacture (Annex F) provided by Molichem, AFI reserves the right to terminate to contract. Should the contract be terminated, under this clause during Phase 2, only Milestone Payments 1 and 2 will be paid to AFI by Molichem.
Sample 1
Option to Proceed. (a) Notwithstanding a Pre-Closing Breach by the Sellers, the Company or the inability of the Sellers to give title, make conveyance or deliver possession of any of the Property, or to satisfy all of the terms and conditions precedent to Closing as set forth in this Agreement, all as herein stipulated, the Buyer may elect by written notice given to the Sellers at or prior to the Closing Date either to (i) terminate this Agreement, or (ii) extend the scheduled Closing Date by 30 days, during which period the Sellers shall use their best efforts to remove all
Sample 1
Option to Proceed. Notwithstanding a pre-Closing Breach by the ----------------- Stockholders or the Company, or the inability of the Company or the Stockholders to satisfy all of the terms and conditions precedent to Closing as set forth in this Agreement, all as herein stipulated, the Buyer may elect by written notice given to the Company at or prior to the Closing Date either to (i) terminate this Agreement, or (ii) extend the scheduled Closing Date by 10 days, during which period the Company and the Stockholders shall use their best efforts to remove all encumbrances, if any, not permitted by the terms of this Agreement, and shall use reasonable efforts to remove all other defects in title and to satisfy all other conditions to closing as provided herein. If the Company and the Stockholders are unable, upon expiration of such 10-day period, to remove all such encumbrances and defects and to satisfy all such conditions to Closing, the Buyer may elect, by written notice given to the Company, to (x) terminate this Agreement, or (y) waive such condition or breach and consummate the transactions contemplated by this Agreement.
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Option to Proceed. 43 11.05 Availability of Remedies at Law................................. 44
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Option to Proceed. 44 12.5 AVAILABILITY OF REMEDIES AT LAW.........................................................................45
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Related to Option to Proceed

  • Authorization to Proceed A fully executed and approved authorization in the form of Attachment 6 to this Agreement, Authorization to Proceed (“ATP”) accompanied by an executed purchase order document issued by the Owner to the Project Consultant, authorizing the performance of specific professional services, authorizing commencement of a Phase as defined in Article 2.1 through Article 2.8, and stating the time for completion and the amount of fee authorized for such services.

  • Notice to Proceed Work shall not commence on this Project until the Director has issued a written Notice to Proceed to the Recipient. Such Notice will not be issued until the Director is assured that the Recipient has complied with the Recipient's responsibilities concerning OEPA plan approval, when applicable. A Notice to Proceed shall be required for all project prime contractors or direct procurement initiated by the Recipient following execution of this Agreement.

  • Right to Proceed The Sponsor acknowledges the rights of Holders to institute a Direct Action as set forth in Section 2.8(d) hereto.

  • Option to Build If the dates designated by Developer are not acceptable to Connecting Transmission Owner, the Connecting Transmission Owner shall so notify the Developer and NYISO within thirty (30) Calendar Days, and unless the Developer and Connecting Transmission Owner agree otherwise, Developer shall have the option to assume responsibility for the design, procurement and construction of Connecting Transmission Owner’s Attachment Facilities and Stand Alone System Upgrade Facilities on the dates specified in Article 5.1.2; provided that if an Attachment Facility or Stand Alone System Upgrade Facility is needed for more than one Developer’s project, Developer’s option to build such Facility shall be contingent on the agreement of all other affected Developers. NYISO, Connecting Transmission Owner and Developer must agree as to what constitutes Stand Alone System Upgrade Facilities and identify such Stand Alone System Upgrade Facilities in Appendix A hereto. Except for Stand Alone System Upgrade Facilities, Developer shall have no right to construct System Upgrade Facilities under this option.

  • Option to Lease The Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to cause the Receiver to assign to the Assuming Institution any or all leases for leased Bank Premises, if any, which have been continuously occupied by the Assuming Institution from Bank Closing to the date it elects to accept an assignment of the leases with respect thereto to the extent such leases can be assigned; provided, that the exercise of this option with respect to any lease must be as to all premises or other property subject to the lease. If an assignment cannot be made of any such leases, the Receiver may, in its discretion, enter into subleases with the Assuming Institution containing the same terms and conditions provided under such existing leases for such leased Bank Premises or other property. The Assuming Institution shall give notice to the Receiver within the option period of its election to accept or not to accept an assignment of any or all leases (or enter into subleases or new leases in lieu thereof). The Assuming Institution agrees to assume all leases assigned (or enter into subleases or new leases in lieu thereof) pursuant to this Section 4.6. If the Assuming Institution gives notice of its election not to accept an assignment of a lease for one or more of the leased Bank Premises within seven (7) days of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated with appraisals for the Fixtures, Furniture and Equipment located on such leased Bank Premises.

  • Option to Expand On or before expiration of the sixth (6th) month of the term, Tenant shall be required to lease the remainder 3,942 square feet of Rentable Space on the third (3rd) floor, at the same rental rate then being paid for the initial Premises. In addition, Tenant will have the right to expand during the first 6 months by leasing the approximately 15,165 square feet of Rental Space on the fourth (4th) floor (the “4th Floor Space”) as identified on Exhibit “B-1” attached to this Lease and incorporated herein by reference at the same rental rate then being paid in the initial Premises; provided, however, Landlord will continue to keep the 4th Floor Space available for lease to Tenant for one additional period of three (3) months (a total of nine months following the commencement date), but if Tenant elects to lease the 4th Floor Space between the expiration of the sixth (6) month and commencement of the ninth (9th) month following commencement of the Lease, the rental rate shall be increased by twenty-five cents (.25¢) per square foot, and Tenant improvements dollars will decline on a pro rata basis based on the remaining length of the term. If the Tenant does not elect to lease the fourth (4th) floor space during the initial nine (9) months following commencement of the Lease, Tenant shall have the right of first refusal to lease the 4th Floor Space in the event that Landlord receives an offer to lease the space, and any such right of first refusal shall be on the exact terms received and approved by Landlord from a third party offering to lease the 4th Floor Space. Tenant shall have the option to lease at then current market rental rates any additional space which is available in 5,000 rsf increments consisting of the area which is available on the second (2nd) and fifth (5th) floors designated and referred to as the “Expansion Space”, at any time during the lease term (the “Effective Date”) and ending on the expiration of the Lease Term (unless sooner terminated pursuant to the terms of this Lease, and subject to any rights of extension contained in this Lease) by delivering written notice to Landlord, provided that at the time of such notice and on the Effective Date, no event of default, as defined in Paragraph 25 of this Lease, shall have occurred and remain uncured beyond any applicable cure period. Once Tenant shall exercise an expansion option, Tenant may not thereafter revoke such exercise. Tenant’s failure to timely exercise an expansion option for any reason whatsoever shall conclusively be deemed a waiver of such expansion option. Notwithstanding anything to the contrary contained herein, Tenant’s option shall be subject to a determination by Landlord, in Landlord’s discretion, that Tenant’s financial condition at the time it makes such election is sufficient to meet its financial obligation associated with the Offered Space.

  • Option to Purchase Subject to Section 3.5, the Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to purchase any or all owned Bank Premises, including all Furniture, Fixtures and Equipment located on the Bank Premises. The Assuming Institution shall give written notice to the Receiver within the option period of its election to purchase or not to purchase any of the owned Bank Premises. Any purchase of such premises shall be effective as of the date of Bank Closing and such purchase shall be consummated as soon as practicable thereafter, and in no event later than the Settlement Date. If the Assuming Institution gives notice of its election not to purchase one or more of the owned Bank Premises within seven (7) days of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated with appraisals for such Bank Premises and associated Fixtures, Furniture and Equipment.

  • Relation to Plan This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the Plan, have the right to determine any questions which arise in connection with this Agreement.

  • Governing Law; Submission to Process EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A TRANSACTION DOCUMENT, THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF BIONOVA AND SAVIA HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RELATED PERSON TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE STATE OF NEW YORK AND THE COUNTY OF NEW YORK AND AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT OR ANY OF ITS SUBSIDIARIES IN ANY LEGAL PROCEEDING RELATING TO THE TRANSACTION DOCUMENTS BY ANY MEANS ALLOWED UNDER NEW YORK OR FEDERAL LAW. EACH OF BIONOVA AND SAVIA IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

  • OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

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