Seller’s Election. The Seller may rescind the Contract of Purchase and Sale and Addendum(s), if any, up to and including the day of , if the Seller has not sold, in the Seller’s sole discretion, sufficient Strata Lots. Upon such rescission, the Buyer shall be entitled to an immediate return of all deposits but shall have no further claim against the Seller. The Buyer agrees that this condition is for the sole benefit of the Seller, and the inclusion of this provision shall not in any way affect the Buyer’s obligations pursuant to this Contract.
Seller’s Election. Seller, at Seller's sole choice, may, by timely notice to Buyer, supervise and perform any remediation on any property of Buyer or any property contiguous to a property of Buyer with respect to any Seller Environmental Liabilities for which Seller is responsible for at least 50% of the estimated Environmental Liabilities of such remediation, subject to Buyer's oversight and approval and mutually acceptable access agreements.
Seller’s Election. Without limiting or waiving Seller’s right to then or thereafter dispute Buyer’s compliance with Section 6.2(a), the existence of an Environmental Defect or the alleged Environmental Defect Amount, if Buyer timely notifies Seller in writing of an Environmental Defect as required by Section 6.2(a), Seller, at its option, shall elect, at or prior to the Closing, one of the following options with respect to the Assets affected by the alleged Environmental Defect and, at Seller’s option, any other Assets which form part of any field or other economic operating unit which includes such affected Assets (collectively, the “Environmental Defect Property”):
(i) exclude such Environmental Defect Property (together with the Incidental Rights and assets attributable or appurtenant thereto) from the Assets, in the manner provided in Section 7.5 for excluded Title Defect Properties, and reduce the Purchase Price by the portion of the Purchase Price allocated to such Environmental Defect Property in the Property Schedule;
(ii) leave such Environmental Defect Property in the Assets and assume responsibility for the Remediation of such Environmental Defect; provided that, all costs for Remediation shall first be borne by Buyer to the extent Seller elects to apply any of the Defect Deductible to such costs; or
(iii) leave such Environmental Defect Property in the Assets and reduce the Purchase Price by the Environmental Defect Amount with respect to such Environmental Defect (taking into account any application of the Defect Deductible which Seller elects to make with respect thereto). Seller’s foregoing elections shall be subject to Seller’s right to then or thereafter dispute Buyer’s compliance with Section 6.2(a), the existence of an Environmental Defect or the alleged Environmental Defect Amount. If Seller elects the option set forth in clause (iii) above, Buyer shall be deemed to have assumed responsibility for Remediation of such Environmental Defect and such Environmental Defect shall be deemed to constitute an Assumed Liability. If Seller elects the option set forth in clause (ii) above, Seller shall use commercially reasonable efforts to implement such Remediation in a manner which is consistent with the requirements of Environmental Laws and shall have access to the Environmental Defect Property after the Closing Date to implement and complete such Remediation in accordance with an Access Agreement in substantially the form attached hereto as Exhibit 6.2(b) (the “...
Seller’s Election. Seller covenants that, during the Term and before delivering Net Output to PacifiCorp under this Agreement, Seller shall either (a) cause the Facility to be a QF, or (b) cause Seller to be an EWG.
Seller’s Election. In the event the sale of the Property, the Personal Property and/or the assignment of the Licenses as contemplated hereunder is not timely consummated because of a default under this Agreement on the part of Purchaser, and Seller is not in default beyond any applicable notice and cure period, Seller may cancel this Agreement and be paid the Deposit and all accrued interest as a pre-estimate of Seller’s damages and not as a penalty and Seller may enforce such other legal and/or equitable rights as it may have up to a total aggregate amount under this Agreement not to exceed Two Million and 00/100 (US$2,000,000.00) Dollars, and in no event shall Purchaser be liable for indirect, consequential or punitive damages.
Seller’s Election. In the event that Seller makes such an election prior to the Closing, Seller may elect, by notice to Buyers delivered on or before the Closing Date, to have (i) all or a portion of its rights under the Agreement assigned to a qualified intermediary and (ii) all or a portion of the Purchase Price paid to a qualified intermediary until such Seller has designated the Exchange Property. The Exchange Property shall be designated by such Seller and acquired by the qualified intermediary within the time periods prescribed in Section 1031(a)(3) of the Code, and shall thereupon be conveyed to such Seller. In the event that such Seller fails to designate, and the qualified intermediary fails to acquire, the Exchange Property within such time periods, unless the agreement with the qualified intermediary provides otherwise, the agency or trust shall terminate and the proceeds then held by the qualified intermediary shall be paid immediately to such Seller.
Seller’s Election. Seller covenants that, during the Term and before delivering Net Output and associated RECs to Buyer hereunder, Seller shall, to the extent required to prevent Seller from being subject to, or not exempt from, regulation as an “electric utility” and/or “holding company” pursuant to PUHCA or otherwise (except to the extent that QFs and EWGs are subject to regulation pursuant to PUHCA), either (a) cause the Facility to be a QF, or (b) cause Seller to be an EWG.
Seller’s Election. Seller may elect to receive $1,150,000 in cash as part of the Purchase Price by surrendering the shares of common stock of Buyer originally deposited with Seller as the Initial Deposit. Seller shall give Buyer at least ten (10) business days notice prior to the Closing Date of its election to receive cash in lieu of shares of common stock of Buyer. Seller shall deliver the shares of common stock of Buyer comprising the Initial Deposit upon the Closing.
Seller’s Election. 18 (c) Environmental Defect Amount . . . . . . . . . . 19 (d)
Seller’s Election. The Seller shall make a timely and proper election (or cause its applicable Affiliate to make an election) under Treasury Regulation Section 1.1502-36(d)(6) with respect to the acquisition of the stock under this Agreement and shall within thirty (30) days of filing such election provide the executed and filed election forms (and other relevant information) filed with the Internal Revenue Service to the Purchaser.
