Term And Time For Closing Sample Clauses

Term And Time For Closing. Following execution of this ------------------------- Agreement, the Purchaser and Sellers shall be obligated to conclude the transaction strictly in accordance with its terms on the last business day of the month that the conditions of Closing set forth in Article VI and Article VII have been satisfied or waived. If the failure to conclude this transaction is due to the refusal and failure of Sellers to perform their obligations to close under this Agreement, Purchaser may seek to enforce this Agreement with an action of specific performance, in addition to, and not in limitation of, any other rights and remedies available to the Purchaser, under this Agreement, or at law or in equity, including, without limitation, an action to recover their actual damages resulting from the default of the Sellers. If the failure to conclude this transaction is due to the refusal and failure of Purchaser to perform its obligations to close under this Agreement, the Sellers, or any of them, may, in addition to and not in limitation of any other rights and remedies available to the Sellers, or any of them, under this Agreement, or at law or in equity, bring legal action to recover their actual damages resulting from the default of the Purchaser. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing Date:
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Term And Time For Closing. Following execution of this Agreement, ------------------------- Purchaser and Sellers shall be obligated to conclude the First Closing within ten (10) days after the conditions of First Closing set forth in Article VII and Article VIII have been satisfied or waived. Purchaser and Sellers shall be obligated to conclude the Second Closing within ten (10) days after the conditions of Second Closing set forth in Article VII and Article VIII have been satisfied or waived. If the failure to conclude this transaction is due to the refusal and failure of Sellers to perform their obligations under this Agreement, Purchaser may seek to enforce this Agreement with an action of specific performance. In the case of a willful default by Sellers, Purchaser, in addition to the remedy of specific performance, and not in limitation of any other rights and remedies available to the Purchaser under this Agreement or at law or in equity, may recover its actual (but not consequential) damages resulting from the default of the Sellers. If the failure to conclude this transaction is due to the refusal and failure of Purchaser to perform its obligations to close under this Agreement, the Sellers may seek to enforce this Agreement with an action of specific performance. In the case of a willful default by Purchaser, Sellers, in addition to the remedy of specific performance, and not in limitation of any other rights and remedies available to the Sellers under this Agreement or at law or in equity, may recover their actual (but not consequential) damages resulting from the default of the Purchaser. Neither Sellers not Purchaser shall be deemed in default hereunder by reason of (i) any failure of the contemplated merger between Purchaser and Successor Corporation to occur, for any reason beyond the control of Purchaser, or (ii) any failure of a condition precedent to the obligations of either Sellers or Purchaser hereunder where such failure has occurred for reasons beyond the control of the party unable to satisfy the condition precedent to the other party's obligations under this Agreement. This Agreement and the transactions contemplated hereby may be terminated at any time: prior to the First Closing Date:
Term And Time For Closing. Following execution of this ------------------------- Agreement, the Purchasers and USA Waste shall be obligated to conclude the transaction strictly in accordance with its terms within five business days of the time that the conditions of Closing set forth in Article VII and Article VIII have been satisfied or waived. If the failure to conclude this transaction is due to the refusal and failure of a party or parties to perform its or their obligations to close under this Agreement, the other party or parties may seek to enforce this Agreement with an action of specific performance, in addition to, and not in limitation of, any other rights and remedies available to such parties under this Agreement, or at law or in equity, including, without limitation, an action to recover actual damages resulting from the default of such other parties. This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing Date:

Related to Term And Time For Closing

  • Conditions for Closing 5.1. Conditions for the Company to Satisfy. The several obligations of each Purchaser to purchase its respective Note and Warrant as contemplated by this Agreement is subject to satisfaction of the following contingencies at or prior to Closing:

  • Procedure for Closing If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case of damage or casualty, at Buyer’s election, Seller shall repair and restore the Property to its condition immediately prior to such damage or casualty and shall assign to Buyer all excess insurance proceeds.

  • Buyer’s Conditions for Closing Unless otherwise waived in writing, and without prejudice to Buyer’s right to cancel this Contract during the Review Period, the duties and obligations of Buyer to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.1, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.1 or of any other condition to Buyer’s obligations provided for in this Contract, which condition is not waived in writing by Buyer, Buyer shall have the right at its option to declare this Contract terminated, in which case the Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein, with respect to this Contract.

  • Seller’s Conditions for Closing Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

  • Conditions to Second Closing The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants of the Company set forth in this Agreement, (iii) the non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement which must be effective as of the Second Closing Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

  • Form and Time of Payment of RSUs (a) Payment for the RSUs, after and to the extent they have become nonforfeitable, shall be made in the form of shares of Common Stock. Except as provided in Section 5(b) or 5(c), payment shall be made within 10 days following the date that the RSUs become nonforfeitable pursuant to Section 4 hereof.

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • Notification to Subsequent Employer When the Executive’s employment with the Company terminates, the Executive agrees to notify any subsequent employer of the restrictive covenants sections contained in this Agreement. The Executive will also deliver a copy of such notice to the Company before the Executive commences employment with any subsequent employer. In addition, the Executive authorizes the Company to provide a copy of the restrictive covenants sections of this Agreement to third parties, including but not limited to, the Executive’s subsequent, anticipated, or possible future employer.

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