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. 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.

  • 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 Before Bidding 7.1. Registered E-Bidders, who have completed the 10% deposit payment, are entitled to withdraw from the auction at least one (1) working day before the auction date by 5.00 pm. 7.2. The 10% deposit will be refunded back to the E-Bidders within three (3) working days via online banking.

  • Withdrawal Events In the event of the death, retirement, withdrawal, expulsion, or dissolution of a Member, or an event of bankruptcy or insolvency, as hereinafter defined, with respect to a Member, or the occurrence of any other event which terminates the continued membership of a Member in the Company pursuant to the Statutes (each of the foregoing being hereinafter referred to as a “Withdrawal Event”), the Company shall terminate sixty days after notice to the Members of such withdrawal Event unless the business of the Company is continued as hereinafter provided. Notwithstanding a Withdrawal Event with respect to a Member, the Company shall not terminate, irrespective of applicable law, if within aforesaid sixty day period the remaining Members, by the unanimous vote or consent of the Members (other than the Member who caused the Withdrawal Event), shall elect to continue the business of the Company. In the event of a Withdrawal Event with respect to an Member, any successor in interest to such Member (including without limitation any executor, administrator, heir, committee, guardian, or other representative or successor) shall not become entitled to any rights or interests of such Member in the Company, other than the allocations and distributions to which such Member is entitled, unless such successor in interest is admitted as a Member in accordance with this Agreement. An “event of bankruptcy or insolvency” with respect to a Member shall occur if such Member:

  • 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 Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made for payments made prior to the date of this Agreement. 2. The Closing Date is June 30, 2013.

  • Voluntary Withdrawal If any Partner should withdraw from the Partnership, they must give at least days’ written notice to the Partnership. Such withdrawal shall have no effect on the day-to-day operations of the Partnership.

  • Contribution Formula - Basic Life Coverage For employee basic life coverage and accidental death and dismemberment coverage, the Employer contributes one-hundred (100) percent of the cost.

  • 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.

  • Involuntary Withdrawal Involuntary withdrawal of a Partner shall include, but not be limited to, the following: a.) Death of a Partner; b.) Partner that becomes incapacitated or not able to make decisions on their own as determined by a licensed physician; c.) A handicap of a Partner that prevents the individual from carrying out their Partnership duties and obligations; d.) Incompetence or negligence of a Partner; e.) A Partner’s breach of fiduciary duties;

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