WITHDRAWAL BY BUYER Sample Clauses

WITHDRAWAL BY BUYER. The Buyer may withdraw from this Purchase and Sale Agreement at any time prior to May 7, 2002, if in the reasonable opinion of Buyer or its counsel, Seller does not have good and merchantable title to the Property. In the case that Buyer reasonably determines that the Seller does not have good and merchantable title to the Property, then Buyer may, at its election, withdraw from this Agreement by giving written notice to the Seller of its intent to withdraw, specifying the reason for such withdrawal.
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WITHDRAWAL BY BUYER. The obligations of Buyer to consummate the transactions contemplated hereby are subject to the satisfaction, on or before the Closing Date of the following conditions, each of which may be waived by Buyer in its sole discretion: (a) Any of the representations, warranties, covenants and agreements of Sellers or the Company contained in this Agreement or otherwise made in writing by him or it, or on his or its behalf pursuant hereto, do not continue to be true and correct in all material respects at all times from the date hereof to the Closing Date, with the same force and effect as though made on and as of each such date and the Closing Date, or any of the agreements and conditions to be performed or satisfied by Sellers or the Company hereunder at or prior to the Closing Date, including, without limitation, those set forth in Section 2.2 hereof, have not been duly performed or satisfied; (b) On the Closing Date, any suit, action, proceeding or governmental investigation shall be pending or in prospect or, to Buyer’s knowledge, threatened, seeking to enjoin this Agreement or the consummation of the transactions contemplated herein, to declare the transaction or Buyer’s conduct unlawful, or to obtain monetary damages with respect to the Agreement; (c) If at any time before the Closing, any event, including without limitation, fire, flood, earthquake, explosion, act of God, war, civil commotion, labor disruption, act of any government, governmental subdivision or agency, change in economic conditions generally, increased competition, decreased customer demand, or the termination or modification of a material contract or business relationship of the Company (whether or not any such event is covered by insurance) shall occur which in Buyer’s reasonable judgment substantially or materially affects, interrupts or impairs the Company or the value of the Stock; (d) The results shall be unsatisfactory to Buyer of any (i) reports, inspections, audits, due diligence or other investigations conducted by Buyer or on its behalf, including without limitation, any environmental audit, survey or other inspection of real properties owned or utilized by the Company, any investigations or reports regarding product liability claims, losses or potential exposure, (ii) review of the Company’s purchase orders and customer list, (iii) any supplement or amendment of any schedule hereto by Sellers prior to the Closing, (iv) interim monthly financial statements of the Company deliver...
Sample 1
WITHDRAWAL BY BUYER. The obligations of Buyer to consummate the transactions contemplated hereby are subject to the satisfaction, on or before the Closing Date of the following conditions, each of which may be waived by Buyer in its sole discretion: (a) Any of the representations, warranties, covenants and agreements of Seller or the Company contained in this Agreement or otherwise made in writing by either of them, or on their behalf pursuant hereto, do not continue to be true and correct at all times from the date hereof to the Closing Date, with the same force and effect as though made on and as of each such date and the Closing Date, and which have had a material adverse effect on the Company and the Business or any of the agreements and conditions to be performed or satisfied by Seller or the Company hereunder at or prior to the Closing Date, including, without limitation, those set forth in Section 2.2 hereof, have not been duly performed or satisfied in all material respects; and (b) On the Closing Date, no suit, action, proceeding or governmental investigation shall be pending seeking to enjoin this Agreement or the consummation of the transactions contemplated herein, to declare this transaction or Buyer's conduct unlawful, or to obtain monetary damages with respect to the Agreement. (c) Since the date of this Agreement, there has not been a material adverse change in the assets or financial condition of the Company or the operation of the Business.
Sample 1

Related to WITHDRAWAL BY BUYER

  • Withdrawal by a Member A Member has no power to withdraw from the Company, except as otherwise provided in Section 8.

  • Withdrawal of Bid Any bidder who makes a bid but withdraws the same before the fall of the hammer, shall have his/her deposit equal to 10% of reserve price forfeited as agreed liquidated damages for payment to the Assignee/Bank. The Auctioneer reserves the right to put the property again for sale at the last undisputed bid, or otherwise to adjourn the auction to another date.

  • Withdrawal from Agreement A. Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days’ prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand. B. In the event of the withdrawal of any Fund from this Agreement, all its rights and obligations, except for lease commitments, under this Agreement (except such rights or obligations as have accrued prior to the date of withdrawal) shall terminate as of the date of the withdrawal. The withdrawing Fund shall surrender its Shares to Service Company, and (1) shall be entitled to receive from Service Company an amount equal to the excess of the fair value of (i) its Shares of other securities Service Company as of the date of its withdrawal less (ii) its proportionate interest in any liabilities of Service Company, including when appropriate any commitments of Service Company and unexpired leases at the date of withdrawal; (2) shall be obligated to pay Service Company an amount equal to the excess of (ii) over (i). Such amount to be received from or paid to Service Company shall be determined by the favorable vote of the holders of a majority of the Shares whose determination shall be conclusive upon the Funds. Any amount found payable by the Service Company to the withdrawing Fund shall be recoverable by Service Company from the Funds remaining under this Agreement in accordance with the provisions of Section 1.2, 1.3 and 1.4 hereof.

  • Withdrawal Rights Except as otherwise provided in this Section 4, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant to the procedures set forth below at any time prior to the Expiration Date and, unless theretofore accepted for payment by Purchaser pursuant to the Offer, may also be withdrawn at any time after July 11, 1999. If Purchaser extends the Offer, is delayed in its acceptance for payment of Shares or is unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to Purchaser's rights under the Offer, the Depositary may, nevertheless, on behalf of Purchaser, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Section 4. For a withdrawal to be effective, a written, telegraphic or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase. Any such notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder, if different from that of the person who tendered such Shares. If Share Certificates evidencing Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such Share Certificates, the serial numbers shown on such Share Certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution, unless such Shares have been tendered for the account of an Eligible Institution. If Shares have been tendered pursuant to the procedure for book-entry transfer as set forth in Section 3, any notice of withdrawal must also specify the number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility's procedures. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser, in its sole discretion, whose determination will be final and binding on all parties. None of Parent, Purchaser, the Dealer Manager, the Depositary, the Information Agent or any other person 8

  • Withdrawal Right Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

  • Withdrawal of a Member For purposes of this Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

  • Withdrawal of Partners (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days’ prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner’s Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner’s GP-Related Partner Interest. (b) Upon the Withdrawal of any Partner, including by the occurrence of any withdrawal event under the Partnership Act with respect to any Partner, such Partner shall thereupon cease to be a Partner, except as expressly provided herein. (c) Upon the Total Disability of a Limited Partner, such Partner shall thereupon cease to be a Limited Partner with respect to such person’s GP-Related Partner Interest; provided, that the General Partner may elect to admit such Withdrawn Partner to the Partnership as a Nonvoting Special Partner with respect to such person’s GP-Related Partner Interest, with such GP-Related Partner Interest as the General Partner may determine. The determination of whether any Partner has suffered a Total Disability shall be made by the General Partner in its sole discretion after consultation with a qualified medical doctor. In the absence of agreement between the General Partner and such Partner, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, who shall make the determination as to Total Disability. (d) If the General Partner determines that it shall be in the best interests of the Partnership for any Partner (including any Partner who has given notice of voluntary Withdrawal pursuant to paragraph (a) above) to Withdraw from the Partnership (whether or not Cause exists) with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such Partner, upon written notice by the General Partner to such Partner, shall be required to Withdraw with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, as of a date specified in such notice, which date shall be on or after the date of such notice. If the General Partner requires any Partner to Withdraw for Cause with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such notice shall state that it has been given for Cause and shall describe the particulars thereof in reasonable detail. (e) The Withdrawal from the Partnership of any Partner shall not, in and of itself, affect the obligations of the other Partners to continue the Partnership during the remainder of its term. A Withdrawn General Partner shall remain liable for all obligations of the Partnership incurred while it was a General Partner and resulting from its acts or omissions as a General Partner to the fullest extent provided by law.

  • Rescission and Withdrawal Right Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).

  • Withdrawal of Members A member may withdraw from this LLC by giving written notice to all other members at least days before the date the withdrawal is to be effective.

  • Withdrawal of Bids Bids may be withdrawn by bidders prior to the time set for official opening. After time has been called, no bid may be withdrawn for a period of thirty-five days after the time and date of opening except as provided in O.C.G.A Section 13-10-22 (appreciable error in calculation of bid). Negligence or error on the part of any bidder in preparing his bid confers no right of withdrawal or modification of his bid after time has been called except as provided by Georgia law.

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