Specific Procedure for Failure of Specific Conditions Sample Clauses

Specific Procedure for Failure of Specific Conditions. Notwithstanding the foregoing, in the event that any condition set forth in Sections 7.1(h), (i) or (j) or Section 7.2(f) hereof is not timely satisfied or waived for a reason other than the default of Buyer or Seller in the performance of its respective obligations under this Agreement: (a) This Agreement, the Escrow and the respective rights and obligations of Seller and Buyer hereunder shall terminate (other than the provisions of this Section 9.3.2, the indemnity and insurance obligations of Buyer set forth in Sections 4.3.1 and 14 hereof and the confidentiality provisions of Section 4.6 hereof which shall survive such termination) at the written election of the party for whose benefit such condition was imposed, which written election must be made (i) within two (2) business days after the date such condition was to be satisfied, or (ii) on the date of the Close of Escrow occurs, whichever is first; (b) Escrow Holder shall promptly return to Buyer all funds of Buyer in its possession, if any, and to Seller and Buyer all documents deposited by them respectively, which are then held by Escrow Holder; (c) Buyer shall destroy or return to Seller the Property Information and Buyer shall deliver to Seller all Work Product; (d) Buyer shall promptly reimburse Seller for all of Seller’s actual out-of-pocket costs and expenses (including reasonable attorneysfees and expenses), as supported by reasonable documentation satisfactory to Buyer, incurred by Seller in connection with the negotiation and execution of this Agreement and in connection with Seller’s efforts to consummate the transaction contemplated hereby incurred by Seller during the period commencing on June 29, 2018 through and including the date of such termination of this Agreement (collectively, “Seller’s Out-of-Pocket Costs and Expenses”); and (e) Any escrow cancelation and title charges shall be borne entirely by Buyer as its sole cost and expense.
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Related to Specific Procedure for Failure of Specific Conditions

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  • Specific Provisions 4.1 Unless the CERT otherwise agrees, based on exceptional circumstance and sufficient justification, Implementing Agreements shall be for an initial term of up to, but no more than, five years. 4.2 An Implementing Agreement may be extended for such additional periods as may be determined by its Executive Committee, subject to approval of the CERT. Any single extension period shall not be greater than five years unless the CERT otherwise decides, based on exceptional circumstances and sufficient justification. 4.3 Notwithstanding Paragraph 4.2, should the duration of the programme of work of an Annex exceed the term of the Implementing Agreement to which it relates, the CERT shall not unreasonably withhold approval to extend the Implementing Agreement for such additional period to permit the conclusion of the work then being conducted under the Annex. 4.4 Either the Contracting Parties or the Executive Committee of each Implementing Agreement shall: 4.4.1 approve the programme activities and the annual programme of work and budget for the relevant Implementing Agreement; 4.4.2 establish the terms of the contribution for scientific and technical information, know-how and studies, manpower, capital investment or other forms of financing to be provided by each participant in the Implementing Agreement; 4.4.3 establish the necessary provisions on information and intellectual property and ensure the protection of IEA copyrights, logos and other intellectual property rights as established by the IEA; 4.4.4 assign the responsibility for the operational management of the programme or project to an entity accountable to the Executive Committee of the relevant Implementing Agreement; 4.4.5 establish the initial term of the Implementing Agreement and its Annexes; 4.4.6 approve amendments to the text of the Implementing Agreement and Annexes; and 4.4.7 invite a representative of the IEA Secretariat to its Executive Committee meetings in an advisory capacity and, sufficiently in advance of the meeting, provide the Secretariat with all documentation made available to the Executive Committee members for purposes of the meeting.

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