Waiver of Due Diligence Termination Right Sample Clauses

Waiver of Due Diligence Termination Right. Buyer hereby waives its right pursuant to Section 5.2.1 of the Agreement to terminate the Agreement due to its due diligence investigation of the Tranche 1 Properties, subject to (i) (A) delivery by Seller to Buyer of personal financial statements and a schedule of real estate owned by Seller or its affiliates together with sufficient information within the control or possession of Seller or its affiliates describing the same together with such other information or documentation reasonably requested by Buyer (collectively, the “Seller Financial Information”) and (B) approval by Buyer, in its sole and absolute discretion, that (I) the Seller Financial Information is sufficient to provide a sufficient portion of the security for the Purchase Agreement Guaranty, and (II) that NOI Guarantor has, directly or indirectly, real estate holdings and the ability and control to pledge such holdings to Buyer to provide a sufficient portion of the security for the Purchase Agreement Guaranty (such determinations by Buyer, the “Seller Financial Conditions”) and (ii) the satisfactory completion of the conditions to the Tranche 1 Closing set forth in the Agreement. Not later than five (5) business days after Buyer receives the Seller Financial Information, Buyer will notify Seller as to whether Buyer has approved, in its sole and absolute discretion, the Seller Financial Conditions. If Buyer approves the Seller Financial Conditions, the parties shall prepare and agree to documentation satisfactory to Buyer to implement the granting of the security interest to Buyer with respect to the Seller Financial Conditions (the “Seller Security Documents”). If Buyer notifies Seller during such five (5) business day period that it does not approve the Seller Financial Conditions, then, within two (2) business days thereafter, Seller shall either (i) terminate the Agreement, in which case the Deposit shall be returned to Buyer or (ii) agree to fund One Million Five Hundred Thousand Dollars ($1,500,000) (rather than $500,000 as otherwise required) into the Holdback Escrow at the Tranche 1 Closing. If (i) Buyer approves the Seller Financial Conditions but either the Seller Security Documents are not executed and delivered at Closing or Seller fails to actually fund the required $500,000 into the Holdback Escrow at Closing, or (ii) Buyer disapproves of the Seller Financial Conditions and the Seller has agreed to fund $1,500,000 into the Holdback Escrow at Closing as aforesaid, but thereaf...
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Waiver of Due Diligence Termination Right. Buyer hereby acknowledges that, except as set forth in the following Sections 3 and 4, Buyer has completed all Due Diligence Buyer has deemed necessary or appropriate, and, subject to the Seller’s Warranties, Buyer has confirmed to its satisfaction all information that it considers material to its purchase of the Property or the Transaction. Accordingly, Buyer hereby waives any right it may have had to Terminate the Agreement pursuant to Paragraph 4.3 or 4.5 thereof.
Waiver of Due Diligence Termination Right. Purchaser acknowledges that it has received or had access to all Property Documents and conducted all inspections and tests of the Property that it considers important. Purchaser hereby accepts the condition of the Property as suitable for its purposes and agrees that Purchaser has no right to terminate this Agreement except as specifically set forth herein.

Related to Waiver of Due Diligence Termination Right

  • Waiver of Termination Right Landlord and Tenant agree that the foregoing provisions of this Paragraph 20 are to govern their respective rights and obligations in the event of any damage or destruction and supersede and are in lieu of the provisions of any applicable law, statute, ordinance, rule, regulation, order or ruling now or hereafter in force which provide remedies for damage or destruction of leased premises (including, without limitation, to the extent the Premises are located in California, the provisions of California Civil Code Section 1932, Subsection 2, and Section 1933, Subsection 4 and any successor statute or laws of a similar nature).

  • Buyer’s Termination Right If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.

  • Waiver of Termination Rights The Employee waives any and all rights to compensation or damages as a result of a Termination, insofar as those rights result or may result from: (a) the loss or diminution in value of such rights or entitlements under the Program; or (b) the Employee ceasing to have rights, or ceasing to be entitled to any Awards under the Program as a result of such Termination.

  • Term; Termination; Rights on Termination The term of this Agreement shall begin on the date hereof and continue for three (3) years, and, unless terminated sooner as herein provided, shall continue thereafter on a year-to-year basis on the same terms and conditions contained herein in effect as of the time of renewal (such initial three year period and any extensions thereof being referred to herein as the "Term"). This Agreement and Employee's employment may be terminated in any one of the following ways:

  • Termination; Rights on Termination Employee's employment may be ---------------------------------- terminated in any one of the followings ways, prior to the expiration of the Term:

  • Landlord’s Termination Right Whether or not the Premises are affected, Landlord may, by notice to Tenant, within 60 days following the date upon which Landlord receives notice of the Taking of all or a portion of the Real Property, the Building or the Premises, terminate this Lease, provided that Landlord elects to terminate leases (including this Lease) affecting at least 50% of the rentable area of the Building.

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Expiration/Termination The term of this Agreement will commence on the Effective Date and expire at the end of the period specified in the “Term” Section of the Business Terms Exhibit, unless sooner terminated pursuant to the provisions of this Section 9 or extended by mutual written agreement of the parties (the “Term”). Civitas may terminate this Agreement upon written notice to Consultant (a) at any time for Cause (as defined below) or (b) at any time after Consultant’s commencement of employment with a 3rd party for greater than twenty (20) hours per week. Consultant may terminate this Agreement at any time without cause upon not less than thirty (30) days’ prior written notice to Civitas. Any expiration or termination of this Agreement shall be without prejudice to any obligation of either party that has accrued prior to the effective date of expiration or termination, provided that, if Civitas terminates this Agreement without Cause, then all consulting fees that would have been paid during the Term had Civitas not terminated the Agreement without Cause, shall be paid to Consultant in one lump sum upon the effective date of the termination of this Agreement. Upon expiration or termination of this Agreement, neither Consultant nor Civitas will have any further obligations under this Agreement, except that (a) Consultant will terminate all Consulting Services in progress in an orderly manner as soon as practicable and in accordance with a schedule agreed to by Civitas, unless Civitas specifies in the notice of termination that Consulting Services in progress should be completed; (b) Consultant will deliver to Civitas all Work Product made through expiration or termination; (c) Civitas will pay Consultant any monies due and owing Consultant under this Agreement and all authorized expenses actually incurred; (d) Consultant will immediately return to Civitas all Civitas Materials and other Confidential Information and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 3, 5, 6, 7, 8, 9 and 10 will survive expiration or termination of this Agreement. For purposes of this Agreement, “Cause” shall mean Consultant’s conviction of, or guilty plea to, a felony, (ii) Consultant’s commission of a fraudulent, illegal or materially dishonest act in connection with Consultant’s engagement by Civitas, as reasonably determined by Civitas’ Board of Directors acting in good faith, or (iii) Consultant’s willful and repeated failure or refusal to attempt to perform Consultant’s duties to Civitas or material breach of this Agreement or any other agreement between Civitas and Consultant.

  • ARTICLE IX TERMINATION 37 9.01. Termination..........................................................................37 9.02.

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