Acceptance and Termination. After the Developer completes the Improvements to the satisfaction of the City and submits the final acceptance package, the City will review it, and, if acceptable, the City will issue a Certificate of Completion and Acceptance for the Improvements. Thereafter, the Developer's obligations to the City pursuant to this Agreement shall terminate, with the exception of the bond or other guarantee which the Developer must provide to assure the materials and workmanship, as required by the Subdivision Ordinance.
Acceptance and Termination. If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on December 18, 2006. CS’s commitment hereunder and the agreements of CS and CS Securities contained herein will expire at such time in the event that Credit Suisse has not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the borrowing in respect of the Additional Term Loans (or if the Proposed Amendment is not obtained, the Replacement Facilities) does not occur on or before March 31, 2007, then this Commitment Letter and CS’s commitment and the undertakings of CS and CS Securities hereunder shall automatically terminate unless Credit Suisse shall, in its discretion, agree to an extension. Credit Suisse is pleased to have been given the opportunity to assist you in connection with the financing for the Transactions. Very truly yours, CREDIT SUISSE SECURITIES (USA) LLC By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director CREDIT SUISSE, CAYMAN ISLANDS BRANCH By /s/ Xxxxx Xx Name: Xxxxx Xx Title: Director By /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Vice President Accepted and agreed to as of the date first above written: WEIGHT WATCHERS INTERNATIONAL, INC. By /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Financial Officer CONFIDENTIAL December 15, 2006 EXHIBIT A Weight Watchers International, Inc. $2,050,000,000 Senior Secured Replacement Credit Facilities
Acceptance and Termination. If the foregoing correctly sets forth our agreement with you, please (x) indicate your acceptance of the terms of this Commitment Letter and of the DIP Agent Fee Letter by returning to us executed counterparts hereof and of the DIP Agent Fee Letter and (y) pay to the DIP Lenders or cause to be paid to the DIP Lenders in cash the Upfront Fee (as such term is defined in the Term Sheet) in a total aggregate amount equal to $20,000,000, which shall be fully earned, due, non refundable and payable to the DIP Lenders by the Borrower, in each case of clauses (x) and (y), by not later than 6:00 p.m., New York City time, on August 11, 2020. Our commitments hereunder, and our agreements, if any, to perform the services, if any, described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that we have not received such executed counterparts, the Upfront Fee in accordance with the immediately preceding sentence. In the event that the Closing Date does not occur by 11:59 p.m., New York City time, on September 30, 2020 (or, if earlier, not later than 45- days after the filing of the Chapter 11 Cases), then, this Commitment Letter and our commitments hereunder, and the DIP Agent’s agreements to perform the services, if any, described herein, shall automatically terminate without further action or notice and without further obligation to you unless each of us shall, in our discretion, agree in writing (which writing may be from the DIP Lender Professionals) to an extension. You may terminate this Commitment Letter and the DIP Lenders commitments, in whole and not in part, at any time for any reason. SCHEDULE I DIP Lenders and/or, in each case, its participant funds, investment funds and/or investment vehicles Commitment Amounts: DIP Facility Schedule I, reflecting each of the DIP Lender’s total Commitment Amounts, has been sent to the Borrower’s counsel and the DIP Agent’s counsel by the DIP Lenders’ counsel via electronic mail sent at 5:45 p.m. New York City time on August 11, 2020. TOTAL $500,000,000 Schedule I EXHIBIT A Summary of Proposed Material Terms and Conditions PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT SUBJECT TO FRE 408 AND STATE LAW EQUIVALENTS EXECUTION VERSION VALARIS PLC SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT FACILITY TERM SHEET Summary of Proposed Material Terms and Conditions This Summary of Proposed Material Terms and Conditions (the “DIP Term S...
Acceptance and Termination. The Seller/Xxxxx understands the above comments in this Addendum and does not wish to amend the Contract for the property identified in this Addendum. The Seller/Buyer wishes to terminate the Contract dated . The Seller/Buyer will notify the other party by certified mail, return-receipt requested, that the contract is terminated. Signature of Seller Date Signature of Witness Date
Acceptance and Termination. Receipt of the ordered goods and/or repaired or maintained equipment, installations or software, or payment of the amounts charged to XXXX in relation thereto will not imply acceptance of these goods, software or services. Even if after receipt and/or payment it should become apparent that the goods do not comply with the order and/or specification of the described requirements and/or do not possess the qualities XXXX could, within reason, expect, then XXXX has the right to terminate the agreement, in whole or in part, without (further) notice of default or judicial intervention and without prejudice to XXXX’x other legal rights.
Acceptance and Termination. All Deliverables shall be subject to the right of inspection and acceptance or rejection by FDU. FDU reserves the right to terminate this Order in whole or in part at any time upon 30 days’ advance written notice (and any prepaid amounts shall be refunded to FDU pro rata, based on the remaining term of this Order). FDU shall have no liability for failure to perform under this Order due to events or conditions beyond the reasonable control of FDU, or which make an essential purpose of this Order impractical for FDU to achieve, including, without limitation, by reason of governmental order or regulation issued after the execution of this Order, state of emergency, act of war, terrorist activity, storm or other weather related or natural disaster, fire, labor shortage, Coronavirus or other communicable diseases, viruses or illnesses requiring quarantine or significant curtailment of activities, or other pandemics or epidemics.
Acceptance and Termination. Dealer waives notice of Ford's acceptance of this Agreement and agrees that it shall be deemed accepted by Ford at the time Ford shall first sell Merchandise to Dealer on an installment basis. This agreement shall be binding on Dealer and Ford and their respective successors and assignees from the date thereof until terminated by receipt of a written notice by either party from the other, except that any such termination shall not relieve either party from any obligation incurred prior to the effective date thereof. Witness or Attest: SHAKERS, INC. ----------------------------------- (DEALER'S EXACT BUSINESS NAME) Secretary /s/ [Xxxx Xxxxxx] By: /s/ [Signature] Title President ------------------------------- ------------------- ----------- POWER OF ATTORNEY FOR WHOLESALE INSTALLMENT SALE CONTRACT KNOW ALL MEN BY THESE PRESENTS: That the undersigned dealer does hereby make, constitute and appoint Xxxxx X. Xxxxxxx, Xxxxx X. XxXxxxxx, and Xxxxxxxxx X. Xxxxxxx, all of Dearborn, Michigan and each of them and any other officer or employee of Ford Motor Company, a Delaware corporation in Dearborn, Michigan, its true and lawful attorneys with full power of substitution, for and in its name, stead and behalf, to prepare, make, execute, acknowledge and deliver to Ford Motor Company from time to time installment sale contracts and other title retention or security instruments necessary or appropriate in connection with the installment sale by Ford Motor Company of merchandise to the undersigned dealer and generally to perform all acts and to do all things necessary or appropriate in discharge of the power hereby conferred, including the making of affidavits and the acknowledging of instruments, as fully done by the undersigned dealer, and each of the said attorneys hereby is further authorized and empowered in the discharge of the power hereby conferred to execute any instruments by means of either a manual, imprinted or other facsimile signature or by completing a printed form to which an imprinted or other facsimile signature is then affixed. This Power of Attorney is executed by the undersigned dealer to induce Ford Motor Company to sell on an installment basis merchandise to be acquired by the undersigned dealer and recognizes that documents evidencing such sales are produced at places other than the undersigned dealer's place of business, and that it is impractical for the undersigned dealer to execute the installment sale contract and other title retention or s...
Acceptance and Termination. 18. This Agreement shall become effective on and as of the date of execution of the Agreement by the parties to this Agreement.
Acceptance and Termination. If the foregoing correctly sets forth my agreement with you, please indicate your acceptance of the terms of this Commitment Letter by returning to me an executed counterpart hereof not later than 5:00 p.m., New York City time, on November 9, 2007. My commitment hereunder will expire automatically and without further action or notice and without further obligation to you at such time in the event that I have not received such executed counterpart in accordance with the immediately preceding sentence. This Commitment Letter will become a binding commitment on me only after it has been duly executed and delivered by you in accordance with the first sentence of this Section 10. In the event that the Closing Date does not occur on or before 5:00 p.m., New York City time, on July 31, 2008 (or such earlier date as the Agreement and Plan of Merger, dated as of June 1, 2007, by and among CKX, Merger Sub (as defined in the Letter Agreement) and 19X, as amended on August 1, 2007 and September 27, 2007, shall have been terminated or the transactions contemplated thereby shall have been consummated), then this Commitment Letter and my commitment hereunder shall automatically terminate without further action or notice and without further obligation to you unless I, in my discretion, agree to an extension. Very truly yours,
Acceptance and Termination. This Agreement and any Schedule hereto shall not be binding upon D&B until accepted by it. D&B may elect to terminate this Agreement and any Schedule prior to expiration upon written notice in the event of a breach thereof by Customer, and otherwise upon thirty (30) days written notice. The termination of this Agreement or any Schedule shall, at D&B's option, be deemed to terminate all 3 Schedules then in effect. In the event of termination, Customer shall immediately return to D&B all Information provided by D&B (including copies) and, if the termination is elected by D&B in the absence of a breach by Customer, then D&B shall refund the unearned portion of any consideration paid by Customer.
