Outside Settlement Date definition
Examples of Outside Settlement Date in a sentence
The final environmental assessments as Purchaser may elect to undertake shall be addressed to Purchaser and be dated, by updated if necessary given the Outside Settlement Date contemplated by this Agreement, not earlier than sixty (60) days prior to the Settlement Date, but to be commenced promptly following the Effective Date of this Agreement.
The Measurement shall be binding on Seller and Purchaser, unless prior to the Outside Settlement Date, either Seller or Purchaser delivers written notice to the other party specifying deviations from the BOMA Standard, in which event, the consultant shall be instructed to revise the results of the Measurement to comply with the BOMA Standard and such revision shall be binding on Seller and Purchaser.
The results of the Measurement shall be delivered to Purchaser and Seller within ten (10) following completion thereof and, in any event, Measurements for all Properties shall be completed no later than ten (10) days before the Outside Settlement Date.
If Settlement does not occur within one hundred eighty (180) days after the Effective Date (the "Outside Settlement Date"), then thereafter either Seller or Buyer may elect at any time prior to Settlement, to terminate this Agreement, by notice to the other party, effective ten (10) days after the non-terminating party's receipt of the terminating party's notice, unless the Settlement occurs within such 10-day period.
If the conditions precedent in this Sections 5(e) above are not satisfied as of the Outside Settlement Date, Buyer may exercise any of the remedies set forth in this Agreement, as applicable, or waive such conditions in whole or in part and proceed to Settlement.
If Seller fails to cure a defect within his control by the Outside Settlement Date or sixty (60) days after receiving notice thereof, whichever is later, then Purchaser may serve notice upon Seller of Purchaser’s termination of the Company Leases as of a date not less than thirty (30) days from the date of such notice.
Subject to the provisions of Section 7.8 above, in the event Settlement does not occur on or before the Outside Settlement Date due to an uncured breach of this Agreement by Seller, this Agreement shall not be terminated automatically, but only upon delivery to Settlement Agent and Seller of written notice of termination from Purchaser in the event Seller’s default is not cured within ten (10) days of the notice.
Notwithstanding the foregoing, in the event that any of the Conditions to Settlement set forth in Paragraph 9.3 have not been satisfied in Buyer's sole discretion on or before the Outside Settlement Date, then Buyer may extend the Outside Settlement Date for three (3) consecutive extension periods of one (1) month each by delivering written notice of each such extension to Seller on or before the then-applicable Outside Settlement Date.
Any Delayed Properties for which Settlement has not occurred by the Outside Settlement Date and for which Seller fails to indemnify Purchaser in accordance with Section 19 hereof shall be removed from this Agreement.
On the Outside Settlement Date, Purchaser and Seller shall reconcile all Properties for which Settlement has occurred hereunder.