The Definitive Agreement. The Definitive Agreement shall contain terms, conditions, representations, warranties and covenants customary and appropriate for transactions of the type contemplated, including those summarized herein, together with a commitment on behalf of Xxxxxxx to issue a favorable recommendation to its shareholders with respect to the Offers, such obligation being subject to the Xxxxxxx-Xxx. Board of Directors' fiduciary duties under applicable law. The Definitive Agreement may be terminated at any time by mutual consent of the parties, or, among other circumstances, unilaterally by either party (provided that such party is not then in breach of the Definitive Agreement) if (a) the closing of the Transactions has not occurred by August 31, 1999, or (b) there has been a material adverse change in the business, financial condition, assets, liabilities, results of operations or prospects of the other party. Notwithstanding the foregoing, if the closing of the Transactions has not occurred by August 31, 1999 due to delays in obtaining governmental or regulatory approvals of the transactions contemplated hereunder, then the parties agree to extend the term of the Definitive Agreement for up to an additional 30 calendar days to allow the process of obtaining such approvals to be completed.
The Definitive Agreement. This is a letter of intent only and a contract between the parties will be entered into only by execution of a definitive agreement mutually acceptable to the parties, such as an Agreement of Purchase and Sale (the “Definitive Agreement”). Seller’s Real Estate Broker, Twin Creeks Realty, LLC (“Broker”), will prepare the Definitive Agreement. The Definitive Agreement will reflect the provisions contained herein, as subsequently modified by negotiations and due diligence findings. The Definitive Agreement will include other terms and provisions, including but not limited to, representations, warranties and indemnifications, rights, obligations, terms and conditions of closing pursuant to the terms of the Definitive Agreement.
The Definitive Agreement. The Definitive Agreement will contain, among others, the following terms and conditions:
The Definitive Agreement. The Definitive Agreement shall contain terms, conditions, representations, warranties and covenants customary and appropriate for transactions of the type contemplated, including those summarized herein, together with a commitment on behalf of Presxxx xx issue a favorable recommendation to its shareholders with respect to the Offer, such obligation being subject to the Presxxx-Xxx. Board of Directors' fiduciary duties under applicable law. The Definitive Agreement may be terminated at any time by mutual consent of the parties, or, among other circumstances, unilaterally by either party (provided that such party is not then in breach of the Definitive Agreement) if (a) the closing of the Transactions has not occurred by June 30, 1999, or (b) there has been a material adverse change in the business, financial condition, assets, liabilities, results of operations or prospects of the other party.
The Definitive Agreement. 5.1 Immediately after the execution of this MOU the Parties will negotiate the terms of the definitive agreement and its annexes in good faith (the “Definitive Agreement”) and will invest their best efforts to execute the Definitive Agreement within 45 days as of the execution of this MOU.
The Definitive Agreement. To the knowledge of the Corporation, the Pitarrilla project and the mining rights of SSR Durango, S.A. de C.V., as disclosed in the Definitive Agreement, constitute an accurate description of the Pitarrilla project and all mining rights and other rights held by SSR Durango, S.A. de C.V., and the Corporation does not know of any claim or the basis of any claim, including a claim with respect to aboriginal or native rights, that might or could have a Material Adverse Effect on the right thereof to use, transfer or otherwise explore for mineral deposits on such Pitarrilla project. Following completion of the Acquisition, the Corporation will hold through SSR Durango, S.A. de C.V., directly or indirectly, all mining rights held directly or indirectly by SSR Durango, S.A. de C.V. and such mining rights have been validly registered and recorded in accordance in all material respects with all applicable laws and are valid and subsisting; the Corporation will have or will obtain all necessary surface rights, access rights and other necessary rights and interests relating to the Pitarrilla project granting the Corporation or any of its current or future subsidiaries the right and ability to access, explore for, mine and develop the mineral deposits as are appropriate in view of the rights and interests therein of the Corporation, with only such exceptions as do not unreasonably interfere with the use made by SSR Durango, S.A. de C.V., of the rights or interests so held, and, each of the mining rights and each of the documents, agreements and instruments and obligations relating thereto referred to above is currently in good standing in the name of SSR Durango, S.A. de C.V., or a wholly-owned direct or indirect subsidiary of SSR Durango, S.A. de C.V., except where the failure to be in good standing would not have a Material Adverse Effect on SSR Durango, S.A. de C.V.;
The Definitive Agreement. The Definitive Agreement shall contain terms, conditions, representations, warranties and covenants customary and appropriate for transactions of the type contemplated, including those summarized herein, together with a commitment on behalf of Presley to issue a favorable xxxxxxxndation to its shareholders with respect to the Offer, such obligation being subject to the Presley-Del. Board of Directoxx' xxxxxxxry duties under applicable law. The Definitive Agreement may be terminated at any time by mutual consent of the parties, or, among other circumstances, unilaterally by either party (provided that such party is not then in breach of the Definitive Agreement) if (a) the closing of the Transactions has not occurred by June 30, 1999, or (b) there has been a material adverse change in the business, financial condition, assets, liabilities, results of operations or prospects of the other party.
The Definitive Agreement. It is contemplated that the Affiliation will be consummated pursuant to a definitive agreement containing terms and conditions generally applicable to transactions of this type (the "Definitive Agreement"). It is understood that the terms and conditions of the Definitive Agreement will include, among other things, the following:
The Definitive Agreement. The Definitive Agreement will include the ------------------------ customary representations, warranties, and undertakings made by buyers and seller in transactions of this type and will contain customary conditions that must be satisfied on or prior to the Closing Date. Xxxxx and Seller agree that the deadline to enter into Definitive Agreement should be forty five (45) days form the date of acceptance of this Letter of Intent. Buyer and Seller will jointly file an application requesting FCC approval of the assignment of the Stations' licenses to Buyer as contemplated herein no late that five (5) business days after execution of the Definitive Agreement, unless the parties agree in the Definitive Agreement to a later date pursuant to LMA and tax free exchange provisions in the Definitive Agreement.
