Third Party Buyer Sample Clauses

Third Party Buyer. Not later than one (1) business day following the mutual execution and delivery of this Amendment, Option Holder shall disclose to Option Grantor in writing the identity of a party (the “Third Party Buyer”) to which Option Holder intends assign its right, title and interest under the Agreement (the “Replacement Transaction”). The written notice shall be accompanied by an organizational chart for the Third Party Buyer, a list of all affiliates (the “Third Party Affiliates”) and the name and contact information of a representative of the Third Party Buyer who Option Grantor can contact about the Replacement Transaction. Within two (2) business days following such disclosure (the “Consent Period”), Option Grantor shall determine (which determination shall be set forth in a written notice to Option Holder) whether Option Grantor consents to the assignment of the Agreement to the Third Party Buyer and which, if granted, shall constitute Option Grantor’s consent pursuant to Section 10(c) of the Agreement. Option Holder acknowledges that such consent may be given or withheld in Option Grantor’s sole discretion, and if Option Grantor fails to notify Option Holder of its approval within such two (2) business day period, Option Grantor will be deemed to have not consented to the proposed assignment to Third Party Buyer. If Option Grantor consents to the Replacement Transaction, then on or before May 2, 2008, Option Holder and Third Party Buyer shall enter into a written assignment agreement (the “Option Assignment”), evidencing the assignment by Option Holder and assumption by Third Party Buyer of the Agreement, and Option Grantor shall execute the Option Assignment for purposes of evidencing its consent to the assignment and the fact that the Agreement (as amended by this Amendment) remains in full force and effect. If (i) Option Holder fails to notify Option Grantor of the name of Third Party Buyer within one (1) business day following the execution of this Amendment, (ii) Option Grantor does not consent (or is deemed not to have consented) to the Replacement Transaction for whatever reason within two (2) business days following disclosure of the Third Party Buyer, or (iii) the Option Assignment is not executed by May 2, 2008, the Option shall be deemed to have lapsed in accordance with the terms of the Agreement and Option Holder shall have no further right to exercise the Option and Option Grantor shall have the right to retain the Option Payment. If Option Gran...
Sample 1
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Third Party Buyer. The Investor Super Majority shall be entitled, in one (1) or more tranches, to find a suitable third party (including a Competitor) for the purchase of all or some of the respective Investor Securities at a price acceptable to the Investor Super Majority and each Investor who voted in favour of such a sale shall be entitled to sell its respective Investor Securities to the said identified third party. For the purposes of this Section 4.15(c), (A) IFC’s prior consent shall not be required; (B) IFC shall not be entitled to vote in relation to the Drag Along Right; (C) the shareholding of IFC on a Fully Diluted Basis shall not be counted towards calculating the Investor Super Majority; and (D) IFC shall not be subject to the Drag Along Right and shall not be entitled to exercise its rights set out in Section 4.13 in relation to any sale of the Drag Along Shares (as defined below) by the Sponsors. Any Transfer of Investor Securities in accordance with this Section 4.15(c)(i) shall be in compliance with Applicable Law or subject to prior approval of the RBI, if applicable.
Sample 1

Related to Third Party Buyer

  • Purchaser 2.1 Full Name:

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Third Party Consent If the obligation of any Party under this Agreement depends on the consent of a third party, such as a vendor or insurance company, and that consent is withheld, the Parties shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of a third party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner, taking into account the original purposes of the provision in light of the Distribution and communications to affected individuals.

  • Third Party Contracts From the Effective Date through and including the Closing Date, Seller agrees to enter into only those third-party contracts which are necessary to carry out its obligations under Section 5.2, which shall be on market terms and cancellable on thirty (30) days written notice or less, without payment of any fee or penalty. Copies of all such contracts so entered into by Seller shall be promptly provided by Seller to Purchaser.

  • Third Party Warranties Third-party equipment, software and peripheral products are covered by the warranties provided by the original manufacturer or the seller of the product. Third party warranties may vary from product to product. It is your responsibility to consult the applicable product documentation for specific warranty information. In addition, you acknowledge that certain third party equipment or software warranties may limit or void the remedies that they offer if unauthorized persons perform support service on the equipment or software. It is your responsibility to ensure that any impact that Verizon's delivery of Technical Support Services might have on third party warranties is acceptable to you.

  • The Purchaser (a) is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

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