Withdrawal from WVC Opportunity Sample Clauses

Withdrawal from WVC Opportunity. (a) If (i) a Proposing Party fails to deliver a Proposal to a Receiving Party within sixty (60) days after the Receiving Party has delivered a Preliminary Notice to Proceed and such failure continues for fifteen (15) days after notice by the Receiving Party to the Proposing Party, (ii) a Receiving Party, after delivering a Preliminary Notice to Proceed or Final Notice to Proceed discovers material facts concerning a WVC Opportunity which were, or should have been with the exercise of reasonable due diligence under the circumstances, known to the Proposing Party at the time of delivery of the Expression of Interest or Proposal, and if such facts had been known to the Receiving Party, would have caused the Receiving Party to have Passed on the WVC Opportunity, (iii) there occurs a material change in circumstances involving the project description, transaction structure, cost, competition or anticipated return from a WVC Opportunity from that contained in the original Expression of Interest or Proposal (other than due to a general decline in economic conditions), or (iv) there occurs an Event of Termination or Event of Default under this Agreement or any Operating Agreement involving any Development Entity, then the Receiving Party may withdraw its Preliminary Notice to Proceed or Notice to Proceed, as applicable, and cease all further pursuit of the pending WVC Opportunity ("Withdrawal for Cause"). Upon any Withdrawal for Cause, the withdrawing party shall have no further liability or responsibility for any costs, expenses or obligations incurred with respect to the proposed WVC Opportunity arising after giving notice of its Withdrawal for Cause, and, except in the case of a Withdrawal for Cause under subsection (iii), shall not be liable for costs and expenses incurred in the pursuit of the WVC Opportunity through the date of its Withdrawal for Cause. In the case of a Withdrawal for Cause under subsection (iii), (A) if the Proposing Party does not abandon the WVC Opportunity within sixty (60) days of the Withdrawal for Cause, the withdrawing party shall remain liable for and shall pay twenty-five percent (25%) of all costs and expenses incurred in the pursuit of the WVC Opportunity through the date of its Withdrawal for Cause, to the extent such costs were set forth in or contemplated by the Transaction Budget, or (B) if the Proposing Party abandons the WVC Opportunity within the 60-day period, the withdrawing party shall remain liable for and shall pay fif...
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Related to Withdrawal from WVC Opportunity

  • 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.

  • No Withdrawal No Person shall be entitled to withdraw any part of such Person’s Capital Contribution or Capital Account or to receive any Distribution from the Company, except as expressly provided in this Agreement.

  • 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.

  • Distribution Upon Withdrawal No withdrawing Member shall be entitled to receive any distribution or the value of such Member’s Interest in the Company as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in this Agreement.

  • Voluntary Withdrawal No Member shall have the right or power to Voluntarily Withdraw from the Company and any Member who shall voluntarily withdraw shall be in intentional breach of this Agreement. No Member who shall Voluntarily Withdraw shall be entitled to receive, in liquidation of his Interest, pursuant to Section 25-10 of the Act or otherwise, the fair value of the Member’s Interest on the date of Voluntary Withdrawal.

  • Withdrawal Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.

  • Investment Opportunities and Allocation The Advisor shall be required to use commercially reasonable efforts to present a continuing and suitable investment program to the Company that is consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character that, if presented to the Company, could be taken by the Company. In the event an investment opportunity is located, the allocation procedure set forth under the caption “Conflicts of Interest – Certain Conflict Resolution Measures – Allocation of Investment Opportunities” in the Registration Statement shall govern the allocation of the opportunity among the Company and Affiliates of the Advisor.

  • Withdrawal of General Partner (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s).

  • Employer Profit Sharing Contributions An Employee will be eligible to become a Participant in the Plan for purposes of receiving an allocation of any Employer Profit Sharing Contribution made pursuant to Section 10 of the Adoption Agreement after completing ________ (enter 0, 1, 2 or any fraction less than 2)

  • Withdrawal Liability Liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

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