Election to Proceed. Voyager shall notify SBS in writing, within [**] days after SBS’s submission to Voyager of the Final Report, whether Voyager elects to proceed with further development of the Product. If Voyager notifies SBS that it does not wish to proceed with further development, or if Voyager does not deliver notice within such [**] day period, then this Agreement shall be deemed to have been terminated pursuant to Section 11.2(a) as of the time of delivery of such notice or the end of such [**] day period, as the case may be.
Election to Proceed. Purchaser shall have elected, in its discretion, to consummate the acquisition of the Purchased Shares.
Election to Proceed. Within 10 calendar days following receipt of the Valuation Determination, Travelzoo shall notify Azzurro in writing whether it elects to exercise the Option at the Option Price, and if Travelzoo shall not provide such notice it shall be deemed to have elected not to exercise the Option. As provided in 5.1(m) below, on the second occasion on which Travelzoo elects (or is deemed to elect) not to exercise the Option after receipt of the Valuation Determination, the Option and this Agreement shall terminate.
Election to Proceed. On or prior to the expiration of the Due Diligence Period, Purchaser may elect, in its sole discretion, not to proceed with this Agreement. In such case, Escrow Agent will promptly return the Initial Deposit and accrued interest to Purchaser and this Agreement will be terminated. If Purchaser elects to proceed with this Agreement (by providing written notice to the Seller and Escrow Agent thereof prior to the expiration of the Due Diligence Period), it will pay the Additional Deposit to Escrow Agent on or before the expiration of the Due Diligence Period. Purchaser acknowledges and agrees that the time granted under this Agreement for any and all due diligence in connection with the Property, including analysis of financial data, review of the Title Insurance Commitment, Survey and Permitted Exceptions, performance of environmental and other testing and investigation will expire upon the expiration of the Due Diligence Period and Purchaser will have no right to object to any matters relating thereto after such date, time being of the essence with respect thereto. After the expiration of the Due Diligence Period, the only conditions to Purchaser's obligation to close the purchase of the Property will be as provided in Sections 2.1, 3.2, 4.2 and 6.2 of this Agreement.
Election to Proceed. Buyer shall give Seller written notice of its election to proceed with the purchase of the Property or to terminate this Agreement prior to 4:00 p.m. (Hawaii Standard Time) on the Contingency Date. If Buyer fails to give Seller such written notice by 4:00 p.m. (Hawaii Standard Time) on the Contingency Date, Buyer shall be deemed to have elected to terminate this Agreement. If Buyer timely terminates this Agreement or is deemed to have terminated this Agreement as provided herein, upon such termination, (a) each party shall promptly execute and deliver to Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination, (b) Escrow Holder shall return all documents to the respective party who delivers such documents to Escrow, (c) Escrow Holder shall immediately return the entire Deposit to Buyer and shall return any other funds deposited into Escrow, together with any accrued interest on such funds, to the party who deposited same, (d) the cancellation charges required to be paid by and to Escrow Holder and the Title Company shall be borne one-half (1/2) by Seller and one-half (1/2) by Buyer and all other charges shall be borne by the party incurring same, (e) Buyer shall return to Seller all Due Diligence Materials relating to the Property, and (f) the respective obligations of Buyer and Seller under this Agreement shall terminate; provided, however, notwithstanding the foregoing, Buyer’s indemnity obligations under Section 2.2.1 above, shall survive any such termination of the Agreement and the termination of this Agreement shall not release Buyer from any other indemnity obligations. Escrow Holder is instructed to take the actions described in the preceding sentence promptly upon such termination, and no instruction of Buyer or Seller shall be required.
Election to Proceed. By executing this Amendment No. 4: (i) Symantec shall be deemed to have given its Election to Proceed with respect to CCC2 in satisfaction of the condition set forth in Section 5.4.1.1 of the Agreement, and (ii) TST shall be deemed to have given its Election to Proceed with respect to CCC5 and WHQ pursuant to Section 5.3.1.1
Election to Proceed. If Buyer does not elect to terminate this Agreement, then Seller shall assign and turnover, effective upon the Close of Escrow, and Buyer shall be entitled to receive and keep, all awards made by the condemning authority for the taking of the Property which accrue to Seller and the parties shall proceed to close such Escrow pursuant to the terms hereof, without modification of the terms of this Agreement and without any reduction in the Purchase Price. Unless or until such Escrow and this Agreement are terminated, Seller shall take no action with respect to any eminent domain proceeding with respect to the Property without the prior written consent of Buyer.
Election to Proceed. In the event any of the Property is damaged and/or destroyed by fire or other casualty prior to the Close of Escrow where (a) the cost to repair and/or restore such damage and/or destruction does not exceed One Hundred Thousand Dollars ($100,000.00), or (b) the cost to repair and/or restore such damage and/or destruction exceeds One Hundred Thousand Dollars ($100,000.00), but Buyer does not terminate the Escrow and this Agreement pursuant to Section 10.2.1, then Seller shall assign and turn over, effective upon the Close of Escrow, and Buyer shall be entitled to receive and keep, all insurance proceeds on account of such damage and/or destruction, and the parties shall proceed to close the Escrow pursuant to the terms hereof, without modification of the terms of this Agreement and without any reduction in the Purchase Price; provided, however, that Buyer shall receive a credit against the Purchase Price for any cost of repair not covered by such insurance (whether by reason of insurance deductible, co-insurance, uninsured casualty or otherwise).
Election to Proceed. Either CPH or CHF may elect to resort to the buy-sell procedure pertaining to the Members' interests in the Company as set forth in Section 7.03 of the Investment Agreement.
Election to Proceed. By giving an Election to Proceed with respect to a Property or Properties, the Party giving such Election to Proceed shall be deemed to have agreed at the Closing with respect to the Property covered by such Election to Proceed as follows: (i) to accept such Property in its then "As Is" condition except for such representations are warranties given by the Transferor Party and are intended to survive the Closing and (ii) to accept title to such Property in the condition specified in the Title Pro Forma specified in such Election to Proceed. The Title Pro Forma specified in the Election to Proceed shall be incorporated into the Condition of Title at Closing on Exhibit L with respect to the applicable Property.
