Seller and Buyer. May Affirm or Terminate Without limiting any other right or remedy of the parties including those under this contract or any right at law or in equity, if the Seller or Buyer, as the case may be, fails to comply with an Essential Term, or makes a fundamental breach of an intermediate term, the Seller (in the case of the Buyer’s default) or the Buyer (in the case of the Seller’s default) may affirm or terminate this contract.
Seller and Buyer acknowledge and agree that Seller may continue to pursue any action, suits or proceedings commenced prior to Closing if the party against which Seller has brought such claim is no longer a Tenant in possession of a portion of the Property pursuant to a Lease at the time of Closing. If the party against which Seller has brought such claim is a Tenant in possession of a portion of the Property pursuant to a Lease at the time of Closing, Buyer will assume from Seller, at the time of Closing, and Seller shall discontinue, at the time of Closing, the pursuit of such action, suit or proceeding, but only to the extent that the adjudicating court or other tribunal approves of such discontinuance, if necessary, and provided that (i) Seller retains the right to all sums recovered from any such Tenant and (ii) Buyer shall pursue such action, suit or proceeding in accordance with the standard set forth in this paragraph below and shall do so at its own cost and expense. The party which is pursuing the claim may not enter into any settlement agreement or otherwise compromise the monetary amounts which would otherwise be due to the other party under Section 7.2.6 without the prior written approval of the non-pursuing party, which consent shall not be unreasonably withheld. Whichever party is pursuing such action, suit or proceeding to the extent the applicable court or other tribunal approves such discontinuance, if necessary, pursuant to this Section 7.2.6(j) shall do so in good faith, with reasonable diligence and in the best interest of both Buyer and Seller. The provisions of this Section 7.2.6 shall survive the Closing for a period of twelve (12) months from the Closing Date (unless otherwise expressly stated), or, if expressly stated, the earlier termination of this Agreement.
Seller and Buyer shall promptly prepare an appropriate application for the FCC Consent and shall file the application with the FCC within ten (10) business days of the execution of this Agreement. The parties shall prosecute the application with all reasonable diligence and otherwise use their best efforts to obtain a grant of the application as expeditiously as practicable. Each party agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (1) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by the party of any of its representations, warranties, or covenants under this Agreement, and (2) compliance with the condition would have a material adverse effect upon it. Buyer and Seller shall oppose any requests for reconsideration or judicial review of the FCC Consent. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 9, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the exercise by either party of its rights under Section 9.
Seller and Buyer each (a) has agreed to permit the use from time to time, where appropriate, of telecopy signatures in order to expedite the transaction contemplated by this Agreement, (b) intends to be bound by its respective telecopy signature, (c) is aware that the other will rely on the telecopied signature, and (d) acknowledges such reliance and waives any defenses to the enforcement of this Agreement and the documents affecting the transaction contemplated by this Agreement based on the fact that a signature was sent by telecopy only.
Seller and Buyer agree the provisions of this Agreement shall be kept confidential except as disclosure may be required by applicable law, rules and regulations of governmental agencies or stock exchanges. Buyer shall inform Seller of all such disclosures by Buyer.
Seller and Buyer acknowledge that all references to the “Agreement” in the Agreement and in any related agreements or documents shall refer to the Agreement as amended by this First Amendment.
Seller and Buyer hereto covenant and agree that the terms and provisions of this Agreement and all information and data obtained in connection with this Agreement shall be treated as confidential. If this Agreement is terminated for any reason, the foregoing covenant shall survive the termination; if this Agreement is not so terminated then the foregoing covenant shall be deemed terminated at Closing.
Seller and Buyer singularly and plurally, warrant and agree that each shall use its best efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction as set forth in this Agreement and to assure that it will not be under any material corporate, legal or contractual restriction that would prohibit or delay the timely consummation of such transaction.
Seller and Buyer. May Affirm or Terminate
Seller and Buyer. CONVEYANCES TO FOREIGN BUYERS: Part III of Chapter 692, Sections 692.201 - 692.205, Florida Statutes, 2023 (the “Act”), in part, limits and regulates the sale, purchase and ownership of certain Florida properties by certain buyers who are associated with a “foreign country of concern”, namely: the People’s Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Republic of Cuba, the Venezuelan regime of Xxxxxxx Xxxxxx, or the Syrian Arab Republic. It is a crime to buy or knowingly sell property in violation of the Act. At time of purchase, Xxxxx must provide a signed Affidavit which complies with the requirements of the Act. Seller and Buyer are advised to seek legal counsel regarding their respective obligations and liabilities under the Act.
