Purchaser’s Election Whether or Not to Proceed Sample Clauses

Purchaser’s Election Whether or Not to Proceed. From the Effective Date hereof through the date which is fifteen (15) days after the Effective Date, Purchaser may elect, in Purchaser’s sole and absolute discretion, for any reason or for no reason, not acquire the Assets. Thereafter, at all times prior to the expiration of the Due Diligence Period, Purchaser may elect not to acquire the Assets due to any materially adverse condition of any of the Assets that the applicable Seller has not agreed in writing to cure prior to the Closing Date in accordance with the provisions of this Agreement. If Purchaser notifies Seller and the Escrow Agent of such properly exercised election in writing prior to the expiration of fifteen (15) days after the Effective Date or the Due Diligence Period, as applicable, then in such event, the Deposit shall be returned to Purchaser, this Agreement shall be null and void and of no further force or effect, and the Parties shall have no further obligation to the other, except for those obligations or liabilities that expressly survive termination of this Agreement. Upon the expiration of the Due Diligence Period, the Deposit shall be nonrefundable to Purchaser, except in the case of an uncured default by any Seller hereunder after expiration of any applicable curative period, the failure of a Purchaser’s Closing Condition, or as otherwise expressly set forth herein. Notwithstanding the foregoing to the contrary, in any instance where Purchaser has the discretion to elect to terminate this Agreement, and in fact does elect to terminate this Agreement, pursuant to this Agreement, Escrow Agent shall return the Deposit to Purchaser without further instructions, consent or written authorization by any Party hereto.
Sample 1
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Purchaser’s Election Whether or Not to Proceed. If Purchaser determines in its sole discretion for any reason, or no reason at all, that it does not intend to acquire the Assets and Purchaser notifies Seller and the Escrow Agent of such determination in writing prior to the expiration of the Due Diligence Period (the “Termination Notice”), then the Deposit shall be returned to Purchaser, this Agreement shall be of no further force or effect, and the parties hereto shall have no further obligations to the other (except for any obligations or liabilities that expressly survive termination of this Agreement). Provided that Purchaser has not provided Seller with a Termination Notice as aforesaid, upon the expiration of the Due Diligence Period, the Deposit shall be nonrefundable to Purchaser except in the case of a default by Seller hereunder, the failure to occur of a condition precedent to Purchaser’s obligation to close, or as otherwise expressly set forth herein. In any instance where Purchaser has the discretion to elect to terminate this Agreement, and in fact does elect to terminate this Agreement pursuant to the terms hereof, Escrow Agent shall return the Deposit to Purchaser without further instructions, consent or written authorization by Seller. This provision shall constitute the mutual escrow instructions to Escrow Agent and Escrow Agent shall be entitled and required to rely upon such instructions to return the Deposit to Purchaser without the consent or further action by Seller.
Sample 1
Purchaser’s Election Whether or Not to Proceed. If Purchaser determines in its sole discretion for any reason, or no reason at all, that it does not desire to acquire the Assets and Purchaser notifies Seller and the Escrow Agent of such determination in writing prior to the expiration of the Inspection Period, then the Deposit shall be returned to Purchaser, this Agreement shall be of no further force or effect, and the Parties hereto shall have no further obligations to the other (except for any obligations or liabilities that expressly survive termination of this Agreement). In any instance where Purchaser has the discretion to elect to terminate this Agreement, and in fact does elect to terminate this Agreement pursuant to this Article 4, Escrow Agent shall return the Deposit to Purchaser without further instructions, consent or written authorization by Seller. This provision shall constitute the mutual escrow instructions to Escrow Agent and Escrow Agent shall be entitled and required to rely upon such instructions to return the Deposit to Purchaser without consent or further action by Seller.
Sample 1
Purchaser’s Election Whether or Not to Proceed. If the Purchaser determines in its sole discretion for any reason, or no reason at all, that it does not intend to acquire the Company Shares, then the Purchaser shall notify the Seller of such determination in writing prior to the expiration of the Due Diligence Period (the “Termination Notice”). In the event the Purchaser fails to deliver such Termination Notice on or before the expiration of the Due Diligence Period, then Purchaser shall be deemed to have elected to proceed to Closing and to acquire the Company Shares in accordance with the terms and conditions contained in this Agreement. Upon any election by Purchaser to terminate this Agreement and the Escrow pursuant to this Section 3.6, then this Agreement shall be of no further force or effect, and the Parties shall have no further obligations to the other (except for any obligations or liabilities that expressly survive termination of this Agreement), and Seller and Purchaser shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Seller shall thereafter direct Escrow Agent to refund to Purchaser the Deposit, provided that the Purchaser has satisfied its obligations set forth in Section 6.1.1(ii) hereof. Any Escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Purchaser and Seller.
Sample 1
Purchaser’s Election Whether or Not to Proceed. If Purchaser determines in its sole discretion for any reason, or no reason at all, that it elects to terminate this Agreement and Purchaser notifies Seller, SSL Riverview and the Escrow Agent of such determination in writing prior to the expiration of the Inspection Period, then the Deposit shall be returned to Purchaser, this Agreement shall be of no further force or effect, and the Parties hereto shall have no further obligations to the other (except for any obligations or Liabilities that expressly survive termination of this Agreement). Upon the expiration of the Inspection Period, the Deposit shall be nonrefundable to Purchaser except in the case of a Seller’s or SSL Riverview’s Default, the failure to occur of a Purchaser’s Closing Condition, or as otherwise expressly set forth herein. In any instance where Purchaser has the discretion to elect to terminate this Agreement, and in fact does elect to terminate this Agreement pursuant to this Article 4, Escrow Agent shall return the Deposit to Purchaser without further instructions, consent or written authorization by Seller or SSL Riverview. This provision shall constitute the mutual escrow instructions to Escrow Agent and Escrow Agent shall be entitled and required to rely upon such instructions to return the Deposit to Purchaser without consent or further action by Seller or SSL Riverview.
Sample 1

Related to Purchaser’s Election Whether or Not to Proceed

  • Conditions Precedent to the Right of the Company to Deliver an Advance Notice The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

  • Notice to Proceed Contractor shall not, and shall not be obligated to, commence performance of the Work (other than the LNTP Work) until Owner issues the full notice to proceed (“Notice to Proceed” or “NTP”) authorizing the same pursuant to the terms and conditions of this Agreement. Upon Contractor’s receipt from Owner of the NTP, Contractor shall promptly commence with the performance of the Work. The NTP shall be issued in the form attached hereto as Attachment H, Schedule H-2. Contractor shall timely file in the required superior court and post at the Site a notice of commencement as required under La. Rev. Stat. §9:4801, et. seq. and shall provide copies of such notice of commencement to Subcontractors and Sub-subcontractors as required under La. Rev. Stat. §9:4801, et. seq. Owner shall not issue an NTP until the following conditions have been met:

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

  • Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Conditions Precedent to the Obligations of the Company to sell Shares The obligation of the Company to sell Shares at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Right Not to Follow Certain Instructions Notwithstanding clause (a) above, Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to Agent, any other Person) against all Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any Related Person thereof or (ii) that is, in the opinion of Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law.

  • CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS The obligation of the Purchaser to purchase the Shares is subject to the satisfaction by the Company, or waiver by the Purchaser, on or prior to the Closing Date, of the following conditions:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

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