Long Stop Sample Clauses

Long Stop. This agreement will be cancelled and any outstanding amount of Income Share Agreement plus any applicable fees & charges that remain unpaid will be forgiven if a Student has not fully repaid the Maximum Total Amount Payable of the Income Share Agreement after a period of 60 months following Student’s graduation or withdrawal from Lambda School.
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Long Stop. 33.1.2 [D&B Co failing to achieve the Actual Completion Date within a period of [nine (9)] months after the Completion Date ("Longstop Date")[, provided that where, but for the terms of Clause 14.8.2 ([Handover 76 Delete limb 33.1.1(e) if all relevant parties are incorporated and resident in the jurisdiction of England and Wales. Dates), the Actual Completion Date could have occurred, the Longstop Date shall be extended to the next date on which such Actual Completion Date may occur pursuant to Clause 14.8.2 ([Handover Dates);]77
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Long Stop. In the event that any of the conditions set out in Clause 4.1 have not been fulfilled by August 30, 2008, any Party shall be entitled to terminate this Agreement by written notice to the other Parties, provided that such non-fulfillment of conditions was not the direct result of any breach by the Party seeking to terminate or its Controlled Party.
Sample 1
Long Stop. The Company shall use its best endeavours to procure the fulfilment of the Conditions to Tranche A Closing as set out in Section 3(a)(i), 3(a)(ii) (in respect of the Company and its Affiliates), 3(a)(iv) to (vi) and the Conditions to Tranche B Closing as set out in Section 3(b)(i) to (iii), 3(b)(iv) (in respect of the Company or its Affiliates), 3(b)(v) to (viii), and THL shall use its best endeavours to procure the fulfillment of the Conditions to Tranche A Closing as set out in Section 3(a)(ii) (in respect of THL and its Affiliates) and 3(a)(vii), and the Conditions to Tranche B Closing as set out in Section 3(b)(iv) (in respect of THL and its Affiliates) and 3(b)(ix), and in particular, shall furnish such information, supply such documents, give such undertakings and do all such acts and things as may reasonably be required in connection with the fulfilment of such Conditions to Tranche A Closing and Conditions to Tranche B Closing. If the Conditions to Tranche A Closing have not been fulfilled (or waived, as the case may be) on or before the ninetieth (90th) calendar day following the date of this Agreement (or such later date as the parties may agree), or if the Conditions to Tranche B Closing have not been fulfilled (or waived, as the case may be) on or before the ninetieth (90th) calendar day following the date of this Agreement (or such later date as the parties may agree), this Agreement shall terminate in accordance with Section 7.
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Related to Long Stop

  • Investment Canada The Purchaser is not a non-Canadian within the meaning of the Investment Canada Act (Canada).

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • Authorized and Outstanding Stock 4 2.5 Subsidiaries .........................................................4 2.6

  • REIT A “real estate investment trust” under Sections 856 through 860 of the Code or as may be amended. Sale or Sales. Any transaction or series of transactions whereby: (i) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including the lease of any Real Property consisting of a building only, and including any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (ii) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Corporation or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (iii) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Company or the Operating Partnership as a co-venturer or partner sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including any event with respect to any Real Property which gives rise to insurance claims or condemnation awards; or (iv) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Real Estate Related Asset or portion thereof (including with respect to any Mortgage, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) of amounts owed pursuant to such Mortgage and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (v) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof, but not including any transaction or series of transactions specified in clauses (i) through (v) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter.

  • Real Estate Investment Trust Commencing with its taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code, and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

  • PIPE Investment (a) Unless otherwise approved in writing by the Company, no Acquiror Party shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), of any provision under any of the Subscription Agreements in a manner adverse to the Company and/or its Subsidiaries. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Subscription Agreements and to: (i) satisfy in all respects on a timely basis all conditions and covenants applicable to Acquiror in the Subscription Agreements and otherwise comply with its obligations thereunder, (ii) in the event that all conditions in the Subscription Agreements (other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements in accordance with the terms thereof; (iii) confer with the Company regarding timing of the Expected Closing Date (as defined in the Subscription Agreements); and (iv) deliver notices to counterparties to the Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations immediately prior to the First Merger. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (A) of any amendment to any Subscription Agreement; (B) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any material breach or default) by any party to any Subscription Agreement known to any Acquiror Party; (C) of the receipt of any material notice or other communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement in any material respects; and (D) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the PIPE Investors as contemplated by the Subscription Agreements.

  • Investments in Real Estate Make any investment or commitment to invest in real estate or in any real estate development project (other than by way of foreclosure or acquisitions in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted in good faith, in each case in the ordinary course of business consistent with past practice).

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