Acceptance and Termination Sample Clauses

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. 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 our agreement with you, 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 11:59 p.m., New York City time, on July 25, 2016. The Initial Lenders’ commitments hereunder, and our agreements to perform the services 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 in accordance with the immediately preceding sentence. In the event that (i) the Closing Date does not occur on or before the Termination Date (as defined in the Merger Agreement as in effect on the date hereof, as such date may be extended pursuant to the first proviso to Section 7.2(a) of the Merger Agreement in effect on the date hereof (but in no event later than December 16, 2016)), (ii) the Merger Agreement is terminated without the consummation of the Acquired Business Merger or (iii) the closing of the Acquired Business Merger without the use of the Facilities, then this Commitment Letter and the Initial Lenders’ commitments hereunder, and our agreements to perform the services described herein, shall automatically terminate without further action or notice and without further obligation to you unless we shall, in our discretion, agree to an extension. We are pleased to have been given the opportunity to assist you in connection with the financing for the Acquired Business Merger. Very truly yours, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: Redwood Holdco, LLC, its sole member By: Aspen Merger Sub, Inc., its sole member By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President Parent, Redwood Merger Sub and Coin Merger Sub intend to enter into the Merger Agreement with the Target. Pursuant to the Merger Agreement, Redwood Merger Sub will be merged with and into Redwood, with Redwood surviving such merger as a direct or indirect wholly-owned subsidiary of Redwood Holdings. Prior to the Closing Date, Coin Merge...

Acceptance and Termination. The Seller/▇▇▇▇▇ 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.

Acceptance and Termination. Receipt of the ordered goods and/or repaired or maintained equipment, installations or software, or payment of the amounts charged to ▇▇▇▇ 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 ▇▇▇▇ could, within reason, expect, then ▇▇▇▇ has the right to terminate the agreement, in whole or in part, without (further) notice of default or judicial intervention and without prejudice to ▇▇▇▇’▇ other legal rights.

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. This Summary of Proposed Material Terms and Conditions (the “DIP Term Sheet”), dated as of August 11, 2020, sets forth the terms of the DIP Facility (as defined below) committed to be provided, subject to the conditions set forth below, pursuant to the Commitment Letter to which this DIP Term Sheet is attached (the “Commitment Letter”), by the DIP Lenders (as defined below) to Valaris plc. Valaris plc and its wholly-owned Subsidiaries (as defined below) that have filed on the petition date (the “Petition Date”) cases under chapter 11 of Title 11 of the United States Code, 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”) which cases are pending before the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), and listed hereto on Annex A, are referred to, coll...

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 the Lead Arranger executed counterparts hereof and of the Fee Letter, not later than 11:59 p.m., New York City time, on July 4, 2017. Each Commitment Party’s respective commitments hereunder and agreements contained herein will be effective only upon execution and delivery hereof and of the Fee Letter by you and us in accordance with this paragraph, and will expire at such time in the event that the Lead Arranger have not received such executed counterparts in accordance with the immediately preceding sentence; provided, however, that this Commitment Letter and all commitments and undertakings of Citizens hereunder will automatically expire if this Commitment Letter and the Fee Letter have not been approved by a final order of the Court by 5:00 p.m. (New York City time) on August 4, 2017 (it being agreed that each party hereto shall use its reasonable best efforts to seek Court approval as soon as practicable prior thereto and shall not encourage or assist the submission or development of an alternative transaction whether relating to the sale or issuance of any debt or security or the acquisition, sale or lease or other disposition of the Debtors of any material assets or equity of the Debtors). Thereafter, this Commitment Letter and the commitments and undertakings of the Agent hereunder shall automatically terminate upon the earliest of (a) 5:00 p.m. (New York City time) on December 1, 2017, unless Citizens shall, in its discretion, agree to an extension hereof or the Exit Closing Date occurs on or prior thereto, (b) the consummation of the Approved Plan, (c) five (5) business days after the Petition Date in the event that the DIP Credit Facility is not closed and funded prior to such date, (d) a sale of all or a substantial portion of the assets of the Debtors, (e) a refinancing or all or any part of the DIP Credit Facility and (f) the consummation of a plan of reorganization without the use of the Exit Facility. In consideration of the time and resources that the Agent and the Lead Arranger will devote to the Exit Facility, but subject to the last sentence of paragraph 12 above, you agree that, until such expiration, you will not, and will cause the Debtors, the Borrower, the Guarantors or their affiliates not to, solicit, initiate, entertain or permit, or enter into any discussions in respec...

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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director CREDIT SUISSE, CAYMAN ISLANDS BRANCH By /s/ ▇▇▇▇▇ ▇▇ Name: ▇▇▇▇▇ ▇▇ Title: Director By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Accepted and agreed to as of the date first above written: WEIGHT WATCHERS INTERNATIONAL, INC. By /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Financial Officer CONFIDENTIAL December 15, 2006 EXHIBIT A

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.