Seller's Right Sample Clauses

Seller's Right. 18.1 Pending establishment of the body corporate the Seller shall be entitled to: 18.1.1 make Conduct Rules for the use and enjoyment of the Common Property; 18.1.2 enter the Unit at all reasonable times or to authorise its agents or workmen so to enter to inspect same or to carry out repairs; and 18.1.3 exercise all the rights and powers which a body corporate would be entitled to exercise in terms of the Act in respect of the Building, the Land and the owners and/or occupants of Units. 18.2 The Purchaser hereby appoints the Seller or the Seller’s nominee, irrevocably and in rem suam and with power of substitution, to be his lawful agent and attorney to convene such meetings of the body corporate as it deems necessary and there to vote as the Purchaser’s proxy in favour of any resolution of the body corporate to amend the Rules or pass any other resolution as may be required: 18.2.1 by any Bondholder for the grant of its consent to the opening of the Sectional Title Register; 18.2.2 by the Local or Provincial Authority and/or by a Mortgagee prior to the grant of a Sectional Mortgage Bond over a Unit in the Scheme; 18.2.3 by the Seller in order to ensure the proper and efficient management and control of the Scheme, or to ensure that the Seller is able to exercise in full its rights to develop the Scheme further and to do all things and sign all documents on the Purchaser’s behalf to give effect to such resolution.
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Seller's Right. To Extend Closing 1
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Seller's Right. Seller has informed Purchaser that it may seek in full or partial payment of the Purchase Price like-kind property for the purpose of effectuating an exchange pursuant to Section 1031 of the Internal Revenue Code, and the regulations promulgated thereunder. To facilitate such exchange, and as a material inducement to Seller to enter into this Agreement, Purchaser consents (i) to an assignment by Seller of this Agreement or of any of Seller's rights hereunder, including the right to receive all or any portion of the Purchase Price, to a Qualified Intermediary (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)) and (ii) to take such other actions as are reasonably necessary to facilitate such like-kind exchange, which shall in no event involve Purchaser acquiring title to or owning any replacement property on behalf of Seller or incurring material expenses or liability (unless such expenses or liability are reimbursed to Purchaser by Seller). Purchaser agrees to reasonably cooperate with Seller in effectuating the like-kind exchange and to execute all documents (subject to the reasonable approval of Purchaser and its legal counsel) reasonably necessary in connection therewith provided that such cooperation shall not (i) result in a reduction of Purchaser's rights or an increase in Purchaser's obligations under this Agreement, other than to a de minimis extent, (ii) subject Purchaser to any additional risks not expressly contemplated by this Agreement or (iii) delay the Closing Date beyond the Outside Closing Date. Seller hereby agrees to indemnify and hold harmless Purchaser from all loss, cost, damage, claim, liability and expense (including without limitation, reasonably attorneys' fees) that may be suffered or incurred by Purchaser, including any and all taxes, related to or payable by reason of and as a direct result of (x) such exchange and/or (y) the documents relating to or evidencing the exchange. In the event of a like-kind exchange, on the Closing Date, (a) Seller shall, at the direction of the Qualified Intermediary, convey title to the Unit to Purchaser, (b) Purchaser shall pay the Balance of the Purchase Price (or the portion so assigned), as adjusted pursuant to the terms hereof, to the Qualified Intermediary or the Escrow Agent under this Agreement, (c) the Escrow Agent shall pay over the Downpayment to the Qualified Intermediary, and (d) Purchaser shall execute such documents (subject to the reasonable approval of Purchaser and its...
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Seller's Right to Select Buyer), fulfil all Orders for Products at their stated quantity, quality and price to Mecan Plus Sellers who meet Xxxxx's eligibility conditions;
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Seller's Right. Seller, at its option, shall have the right by notice to Buyer, in addition to any other remedy available at law, in equity or pursuant to this agreement (including but not limited to an injunction, specific performance and damages) to suspend or terminate Buyer's right to purchase, and Seller's obligation to supply Buyer with Products and any other future right of Buyer pursuant to this agreement upon the happening and during the continuance of any one or more of the following events: (i) Buyer fails to pay any amount owing to Seller hereunder within thirty (30) days from the date Buyer receives notice of a default hereunder; and (ii) Buyer defaults in the performance of any other term, covenant, agreement or condition of this agreement, and if within sixty (60) days after notice from Seller describing the specific activities constituting such default, Buyer shall fail to cure default, or if such default cannot be cured with the exercise of due diligence within said sixty (60) day period, shall fail thereafter to proceed to cure the same diligently and in good faith, and in any case, to cure such default within one hundred-twenty (120) days.
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Seller's Right. If a change in control of Purchaser, ZHK, ZHI, or Zarixx Xxxional Corporation (Purchaser's parent corporation) occurs during the term of this Option, Seller may at any time thereafter terminate this Option upon ninety (90) days' prior written notice to Purchaser ("Seller's Notice"). Purchaser shall pay the Additional Payment to Seller within ninety (90) days after the date of Seller's Notice, if any of the following occur: (i) Purchaser does not elect to exercise its right to repurchase and/or Purchaser does not pay to Seller the Acquisition Price for all of the Property pursuant to this Option; (ii) any one or more of the purchasers under the Other Options do not elect to exercise their options to repurchase and/or any one or more of the purchasers under the Other Options do not pay to Seller the acquisition prices for all of the properties which are the subject of the Other Options.
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Seller's Right. Seller shall have the right to terminate this Agreement and abandon the transactions contemplated hereby in the event that any of the following shall not be true or shall not have occurred, as the case may be, as of the Closing Date:
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Seller's Right. The Seller may terminate this Agreement in whole or in part with a full reservation of all accrued rights and remedies immediately upon written notice to the Purchaser if (a) the Purchaser is found to be in Material Breach of Clause 5.3, or (b) the Purchaser becomes insolvent, or a petition in bankruptcy is filed by or against the Purchaser.
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Seller's Right. (NOT DUTY) TO CURE BUYER'S DEFAULT(S) Seller may, in his discretion and at any time, for Buyer's account and at Buyer's expense, remedy or cure any Uncured Default, pay any amount, reserve, protect, maintain or enforce Buyer's rights in and to the Collateral or Seller's Liens therein which Buyer fails to pay or do, including, without limitation, payment of any other Lien upon or with respect to the Collateral. All payments that Seller makes under this section and all out-of-pocket costs and expenses, including without limitation Seller's reasonable attorneys' fees and expenses, that Seller pays or incurs in connection with any action taken by him hereunder shall be charged as Additional Value under this Full Recourse Term Note and Security Agreement. Any payment made or other action taken by Seller under this Section shall be without prejudice to any right to assert an Event of Default hereunder and to proceed thereafter as herein provided.
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Related to Seller's Right

  • Shareholder's Rights The Optionee shall have shareholder rights with respect to the Option shares only when Optionee has exercised this Option to purchase those shares and provided the Company with the letter of instruction specified in Section 4 of this Option.

  • BUYER’S RIGHT TO CANCEL If after completion of an appraisal by a licensed appraiser, Buyer receives written notice from the Lender or the appraiser that the Property has appraised for less than the Purchase Price (a “Notice of Appraised Value”), Buyer may cancel the REPC by providing written notice to Seller (with a copy of the Notice of Appraised Value) no later than the Financing & Appraisal Deadline referenced in Section 24(c); whereupon the Xxxxxxx Money Deposit shall be released to Buyer without the requirement of further written authorization from Seller.

  • TEACHERS’ RIGHTS A. Pursuant to the Public Employment Relations Act, the Board hereby agrees that every teacher as defined in Article I, Section A of this Agreement, shall have the right freely to organize, join and support the Association for the purpose of engaging in collective bargaining or negotiation and other concerted activities for mutual aid and protection, or choose not to join and support the association. As a duly elected body exercising governmental power under color of law of the State of Michigan, the Board undertakes and agrees that it will not directly or indirectly discourage any teacher in the employment of any rights conferred by the Public Employment Relations Act or other laws of Michigan and the United States; that it will not discriminate against any teacher with respect to hours, wages, or any terms or conditions of employment by reason of membership in the Association or collective professional negotiations with the Board or institution of any grievance, complaint or proceeding under this Agreement, or otherwise with respect to any terms or conditions of employment. B. The Association and its members shall have the right in accordance with Board policy for rental and use of the Xxxxxxx Community Schools’ buildings and facilities, to use school building facilities at all reasonable hours for meetings, except when school is in session. No one shall be prevented from wearing insignias, common pins, or other identification of membership in the Association, either on or off the school premises. A bulletin board shall be made available to the Association in each building. Communication by the Association to the Association members on association matters may be distributed by use of the teacher mailbox and email, per acceptable use policy. Other communications shall also be clearly identified. C. The Board of Education agrees to furnish the Association, in response to written reasonable requests, the available information concerning the financial resources of the District, and such other information as requested in writing which will assist the Association in developing an intelligent, accurate, informative, and constructive program on behalf of the teachers together with other information, in the form in which it is available, which may be necessary for the Association to process any grievance or complaint. Additional copies will be provided at a reasonable charge. D. Nothing contained herein shall be construed to deny or restrict to any teacher rights under the Michigan General School Laws or other laws or regulations applicable. The rights granted to teachers hereunder shall be deemed to be in addition to those provided by law or contract. E. The Association recognizes that it shall not have the right to partake in any election campaigns involving the Association during regular school hours. F. The Association may counsel with the Board on any new or modified fiscal, budgetary or tax programs, instruction programs, or major revisions of educational policy, which are proposed and the Association may avail itself of the opportunity to advise the Board with respect to such matters.

  • Holder’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • Owner’s Rights B.1.1 The Owner shall have the right to perform work related to the project and to award contracts in connection with the project that are not part of the Consultant’s responsibilities under the AGREEMENT. The consultant shall notify the Owner in writing if any such independent action will in any way compromise the Consultants’ ability to meet their responsibilities under the AGREEMENT. B.1.2 The Owner reserves the right to approve the consultant’s personnel and to require a replacement satisfactory to the Owner. The Owner reserves the right to have such person replaced if, in the judgment of the Owner, any such person proves unsatisfactory. However, such replacement must fit within the rate/fee structure; in the alternative, the Owner shall have the option for a higher rate person for which the Consultant shall be compensated at the higher rate. B.1.3 The Owner shall have the right to effect the removal of any of the Consultant’s employees at any time during the duration of the AGREEMENT if that employee is deemed not to be of the level of competence or ability required under the AGREEMENT, or said employee is for any reason found to be unsuitable for the work. In such case, the Consultant shall promptly submit the name and qualifications of a replacement for approval by the Owner. B.1.4 The Owner shall have the right to assign the administration of any or all contracts related to this project from the Owner to another State Agency, Authority or Commission at any time during the life of the project. In doing so, the Consultant agrees to continue to perform all contractual work under the AGREEMENT. The Consultant shall make no claim against the Owner in the event of such assignment. B.1.5 The Owner may make changes in the scope of services within the general scope of the AGREEMENT. The Owner may also make changes to the scope of the project which may give rise to changes in the scope of the Consultant services. In such case, the Consultant shall be entitled to an adjustment in fee and in other terms and conditions of the AGREEMENT.

  • Lessor’s Rights If Lessee fails to perform Lessee's obligations under this Paragraph 7, or under any other paragraph of this Lease, Lessor may at its option (but shall not be required to) enter upon the Premises after ten (10) days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf and put the same in good order, condition and repair, and the cost thereof together with interest thereon at the maximum rate then allowable by law shall become due and payable as additional rental to Lessor together with Lessee's next rental installment.

  • Lessor’s Right to Inspect Lessee shall permit Lessor and its authorized representatives as frequently as reasonably requested by Lessor to inspect the Leased Property and Lessee’s accounts and records pertaining thereto and make copies thereof, during usual business hours upon reasonable advance Notice, subject only to any business confidentiality requirements reasonably requested by Lessee.

  • Owner’s Right to Stop Work The Owner reserves the right, for itself and for any designated Construction Inspector retained by Owner, upon observation of apparent nonconforming Work, to immediately stop the affected Work. If the Work is later determined by the Design Professional to be in fact conforming Work, then Contractor shall be entitled upon timely claim to a Change Order for payment by Owner of any reasonable Actual Costs actually incurred by Contractor in connection with the stop Work order and resumption of the Work, as well as an extension in the time for performance of the Work to the extent Contractor is delayed by Owner's stop Work order. The Design Professional shall determine the time, which shall be binding upon both Owner and Contractor, as set forth in Section 3, Part 3.

  • Borrower’s Right to Cure Notwithstanding anything to the contrary contained in Section 8.01, for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in Section 7.11, any equity contribution (in the form of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent) made to Holdings after the last day of any Fiscal Quarter and on or prior to the day that is seven (7) Business Days after the day on which financial statements are required to be delivered for that Fiscal Quarter will, at the request of Holdings by delivery to the Administrative Agent of a notice that it intends to exercise the cure rights under this Section 8.04 and referencing that it is a notice of intent to cure under this Section 8.04 (a “Notice of Intent to Cure”), be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the financial covenants set forth in Section 7.11 at the end of such Fiscal Quarter and any subsequent period that includes such Fiscal Quarter (any such equity contribution, a “Specified Equity Contribution”); provided that (a) Holdings shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any Fiscal Quarter unless, after giving effect to such requested Specified Equity Contribution, there will be a period of at least two (2) consecutive Fiscal Quarters in the Relevant Four Fiscal Quarter Period in which no Specified Equity Contribution has been made, (b) no more than two (2) Specified Equity Contributions may be made in the Relevant Four Fiscal Quarter Period, (c) no more than four (4) Specified Equity Contributions may be made in the aggregate during the term of this Agreement, (d) the amount of the Specified Equity Contribution shall be no greater than the amount required to cause Holdings to be in compliance with the financial covenants set forth in Section 7.11 for the Relevant Four Fiscal Quarter Period, (e) except for calculations of Excess Cash Flow for the purposes of Section 2.05(b)(i) only (in which case, Specified Equity Contributions will be included in the calculation of Excess Cash Flow for the Fiscal Year during which the Fiscal Quarter giving rise to the respective Specified Equity Contribution occurred), all Specified Equity Contributions will be disregarded for all other purposes under the Loan Documents (including, without limitation, calculating Consolidated EBITDA for purposes of determining basket levels, Retained Excess Cash Flow Amount, Applicable Fee Rate, Applicable Rate, Consolidated Total Lease Adjusted Leverage Ratio and other items governed by reference to Consolidated EBITDA, and for purposes of the Restricted Payment covenant in Section 7.06(f) and the Investment covenant in Section 7.03(o)), (f) the proceeds of all Specified Equity Contributions will be contributed to the Borrower as proceeds of Qualified Capital Stock or other equity having terms reasonably acceptable to the Administrative Agent, (g) if the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any financial covenant set forth in Section 7.11 or for purposes of calculating the Consolidated Total Lease Adjusted Leverage Ratio, in each case for the Relevant Four Fiscal Quarter Period, and (h) upon the Administrative Agent’s receipt of a Notice of Intent to Cure, until the fifteenth Business Day after the day on which financial statements are required to be delivered for that Fiscal Quarter to which such Notice of Intent to Cure relates, none of the Administrative Agent or any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Administrative Agent, or any other Lender or Secured Party shall exercise any right to foreclose on or take possession of the Collateral solely on the basis of an Event of Default having occurred and being continuing under Section 7.11, but shall not be restricted from doing any of the foregoing with respect to any other Event of Default and each other Default or Event of Default that may exist at such time shall continue to exist and shall not be affected by the exercise of the cure of rights hereunder; provided, that until timely receipt of the Specified Equity Contribution, an Event of Default shall be deemed to exist for all other purposes of the Loan Documents.

  • Holder’s Right to Receive Notice Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.