Common use of Proposed Actions Clause in Contracts

Proposed Actions. If an operation or the exercise of any right or option respecting the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation pursuant to Section 8.2, the following shall apply to such operation or the exercise of such right or option (hereinafter referred to as the "Proposal"): (a) Vendor shall promptly give Purchaser notice of the Proposal, describing the particulars in reasonable detail; (b) Purchaser shall, not later than 48 hours prior to the time Vendor is required to make its election with respect to the Proposal, advise Vendor, by notice, whether Purchaser wishes Vendor to exercise Vendor's rights with respect to the Proposal on Purchaser's behalf, provided that Purchaser's failure to make such election within such period shall be deemed to be Purchaser's election to participate in the Proposal; (c) Vendor shall make the election authorized (or deemed to be authorized) by Purchaser with respect to the Proposal within the period during which Vendor may respond to the Proposal; and (d) Purchaser's election (including its deemed election) to not participate in any Proposal required to preserve the existence of any of the Assets shall not entitle Purchaser to any reduction of the Purchase Price if Quattro’s interest therein is terminated as a result of such election and such termination shall not constitute a failure of Vendor's representations and warranties relating to such Assets.

Proposed Actions. If an operation or the exercise of any right or option respecting the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation pursuant to Section section 8.2, the following shall apply to such operation or the exercise of such right or option (hereinafter referred to as the "“Proposal"”): (a) Vendor shall promptly give Purchaser notice of the Proposal, describing the particulars in reasonable detail; (b) Purchaser shall, not later than 48 twenty four (24) hours prior to the time Vendor is required to make its election with respect to the Proposal, advise Vendor, by notice, whether Purchaser wishes Vendor to exercise Vendor's ’s rights with respect to the Proposal on Purchaser's ’s behalf, provided that Purchaser's ’s failure to make such election within such period shall be deemed to be Purchaser's ’s election to participate in the Proposal; (c) Vendor shall make the election authorized (or deemed to be authorized) by Purchaser with respect to the Proposal within the period during which Vendor may respond to the Proposal; and (d) Purchaser's ’s election (including including, its deemed election) to not participate in any Proposal required to preserve the existence of any of the Assets shall not entitle Purchaser to any reduction of the Purchase Price if QuattroVendor’s interest therein is terminated as a result of such election election, and such termination shall not constitute a failure of Vendor's ’s representations and warranties relating pertaining to such Assets, notwithstanding section 5.3.

Proposed Actions. If an operation or the exercise of any right or option respecting the Assets is proposed in circumstances in which such operation or the exercise of such right or option would result in Purchaser incurring an obligation pursuant to Section 8.2section 7.1, the following shall apply to such operation or the exercise of such right or option (hereinafter referred to as the "Proposal"): (a) Vendor shall promptly give Purchaser notice of the Proposal, describing the particulars in reasonable detail; (b) Purchaser shall, not later than 48 twenty four (24) hours prior to the time Vendor is required to make its election with respect to the Proposal, advise Vendor, by notice, whether Purchaser wishes Vendor to exercise Vendor's rights with respect to the Proposal on Purchaser's behalf, provided that Purchaser's failure to make such election within such period shall be deemed to be Purchaser's election to participate in the Proposal; (c) Vendor shall make the election authorized (or deemed to be authorized) by Purchaser with respect to the Proposal within the period during which Vendor may respond to the Proposal; and (d) Purchaser's election (including including, its deemed election) to not participate in any Proposal required to preserve the existence of any of the Assets shall not entitle Purchaser to any reduction of the Purchase Price if Quattro’s Vendor's interest therein is terminated as a result of such election election, and such termination shall not constitute a failure of Vendor's representations and warranties relating pertaining to such Assets, notwithstanding section 5.3.