SPECIAL BUYER TERMINATION RIGHTS Sample Clauses

SPECIAL BUYER TERMINATION RIGHTS. Notwithstanding any other provisions in this Agreement, BUYER shall have the right to terminate this Agreement by giving written notice of such election to terminate as follows and making payment to SELLER within the specified time periods as follows: (a) prior to the close of escrow under the Ocean Ranch Contract, BUYER may exercise such termination right by (i) giving written notice to SELLER prior to the scheduled closing date, (ii) reimbursing SELLER for all Development Costs (including all deposits made by SELLER under the Ocean Ranch Contract, including xxxxxxx money deposits and the Grading Deposit) paid or incurred to the date of such termination together with the Developer's Fee attributable to such costs, and (iii) indemnifying, defending and holding SELLER harmless from any claims, demands, liabilities or actions by Ocean Ranch Developer arising on account of SELLER's failure to proceed with the closing under the Ocean Ranch Contract on account of BUYER's termination of this Agreement; and (b) after the close of escrow under the Ocean Ranch Contract, but prior to the commencement of actual construction of Improvements in accordance with this Agreement, BUYER may exercise such termination right by (i) giving written notice to SELLER prior to commencement of construction, (ii) reimbursing SELLER for all Development Costs (including the purchase price and all costs, including the Grading Deposit paid in connection with acquisition of the Land from the Ocean Ranch Developer) paid or incurred to the date of such termination together with the Developer's Fee attributable to such costs, any commercially reasonably cancellation fees payable to subcontractors and suppliers, (iii) assuming any and all obligations of SELLER to be performed under the Ocean Ranch Contract following the close of escrow under the Ocean Ranch Contract and (iv) indemnifying, defending and holding SELLER harmless from any claims, demands, liabilities or actions by Ocean Ranch Developer on account of the failure to perform any of the obligations of the Ocean Ranch Contract to be performed following the closing under the Ocean Ranch Contract. In the case of BUYER' s termination in accordance with the preceding provisions, SELLER shall assign and transfer to BUYER, concurrently with BUYER's payment to SELLER, any assignable rights of SELLER under the Ocean Ranch Contract or to the Land, without recourse or representation, except, in the case of the case of the conveyance of title to...
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Related to SPECIAL BUYER TERMINATION RIGHTS

  • Initial Purchasers as Qualified Institutional Buyers Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:

  • Acquisition for Own Account Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

  • Qualified Institutional Buyer Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act (a "Qualified Institutional Buyer") and an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act (an "Accredited Investor").

  • Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Purchase Entirely for Own Account The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

  • Purchase for Own Account This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

  • Qualified Institutional Buyers The Buyer owned and/or invested on a discretionary basis less than $100,000,000, but it is an entity in which all of the equity owners are qualified institutional buyers.

  • Reliance Upon Purchaser’s Representations The Purchaser understands that the issuance and sale of the Purchased Securities to it will not be registered under the Securities Act on the ground that such issuance and sale will be exempt from registration under the Securities Act pursuant to Section 4(2) thereof, and that the Company’s reliance on such exemption is based on each Purchaser’s representations set forth herein.

  • Eligibility for Resale under Rule 144A The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated interdealer quotation system.

  • Persons Having Rights Under the Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

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