Payment of Purchase Price; Break Fee Sample Clauses

Payment of Purchase Price; Break Fee. Purchaser shall pay the Purchase Price in two installments, with the First Payment Amount due and payable to Seller on the First Payment Date, and the Second Payment Amount due and payable to Seller on the Second Payment Date. If Purchaser fails to timely pay the First Payment Amount on the First Payment Date (upon satisfaction or waiver of the First Payment Conditions Precedent), then Seller may immediately terminate this Agreement without any liability to either Party. If Purchaser fails to timely pay the Second Payment Amount on the Second Payment Date (upon satisfaction or waiver of the Second Payment Conditions Precedent), then (a) Seller may terminate this Agreement in accordance with Section 8.1 (solely with respect to the portion of the 2024 Tax Credits corresponding to the Second Payment Amount) without any liability and (b) Seller shall be entitled to exercise all other remedies available to it under law or in equity on account of such failure of Purchaser. On each Payment Date, Purchaser shall pay the applicable portion of the Purchase Price in cash to Seller by wire transfer of immediately available funds into an account of Seller as designated in writing to Purchaser prior to the Effective Date. Notwithstanding anything herein to the contrary, to the extent that on or prior to the Second Payment Date any Loss Event has occurred, the 2024 Tax Credits affected by such Loss Event shall not be considered transferred to Purchaser and Purchaser shall have no obligation to pay to Seller the Purchase Price with respect to such affected 2024 Tax Credits; provided, that such Loss Event shall not affect Purchaser’s obligation to pay to Seller the Purchase Price and perform its other obligations thereunder with respect to the unaffected and available 2024 Tax Credits actually transferred to Purchaser pursuant to this Agreement. If during the period between the Effective Date and the Second Payment Date, Seller sells any 2024 Tax Credits not yet transferred to Purchaser to another Person or enters into an agreement for such a sale of any 2024 Tax Credits to another Person, then upon any termination of this Agreement by Purchaser, Seller will pay a break fee of [omitted]% of the amount of the 2024 Tax Credits not transferred to Purchaser.
Sample 1
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Payment of Purchase Price; Break Fee. Purchaser shall pay the Purchase Price, in full, in cash, on the Payment Date to Seller by wire transfer of immediately available funds into an account of Seller as designated in writing to Purchaser prior to the Effective Date. If Purchaser fails to timely pay the Purchase Price, then (a) Seller may immediately terminate this Agreement in accordance with Section 8.1 without any liability and (b) Seller shall be entitled to exercise all other remedies available to it under law or in equity on account of such failure of Purchaser. If during the period between the Effective Date and the Payment Date, Seller sells any 2024 Tax Credits not yet transferred to Purchaser to another Person or enters into an agreement for such a sale of any 2024 Tax Credits to another Person, then upon any termination of this Agreement by Purchaser, Seller will pay a break fee of [omitted]% of the amount of the 2024 Tax Credits not transferred to Purchaser.
Sample 1

Related to Payment of Purchase Price; Break Fee

  • NOW, THEREFORE the parties hereto agree as follows:

  • Definitions For purposes of this Agreement:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Termination In the event that either Party seeks to terminate this DPA, they may do so by mutual written consent so long as the Service Agreement has lapsed or has been terminated. Either party may terminate this DPA and any service agreement or contract if the other party breaches any terms of this DPA.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement through no fault of its own then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon. Upon delivering such notice, the obligation of the affected party, so far as it is affected by such Force Majeure as described, shall be suspended during the continuance of the inability then claimed but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. In the event that Vendor’s obligations are suspended by reason of Force Majeure, all TIPS Sales accepted prior to the Force Majeure event shall be the legal responsibility of Vendor and the terms of the TIPS Sale Supplemental Agreement shall control Vendor’s failure to fulfill for a Force Majeure event.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

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