Xxxxx xr Failure to Complete Post Closing Work Sample Clauses

Xxxxx xr Failure to Complete Post Closing Work. In the event Seller (i) fails to complete the Post Closing Work by the Completion Date and/or (ii) fails to complete any portion of the Post Closing Work by the applicable Progress Date on which that portion of work was to be completed as set forth on Exhibit G and/or (iii) ceases continuous and diligent performance and construction of the Post Closing Work for a period of ten (10) days or more without a definable excuse under the applicable Force Majeure provisions, then Buyer may deliver written notice of default to Seller and if Seller fails to resume continuous and diligent construction of the Post Closing Work within fifteen (15) days of receiving notice, then Buyer, as its sole remedy, shall be immediately entitled to notify Seller, the Utility, the District and any other interested parties that Buyer is exercising its right to step in, take over all right, title and interest to all parts, plans and components of the Post Closing Work and the Improvements, receive all payments, benefits and funds from the Escrow Funds , and complete the Post Closing Work itself (“Take Over Rights”). If exercised, Seller will fully cooperate with Buyer and any other parties to effectuate the Take Over Rights and Seller shall relinquish any claims or rights under the Ancillary Agreements or otherwise and to any and all equipment, personal property, plans/specs or otherwise related to, connected with or to be connected with the Improvement. This shall also include Seller’s assignment and delivery of all construction plans and any necessary licenses and permits connected to the Post Closing Work and the Improvements. To accommodate Buyer’s exercise of its Take Over Rights and Buyer’s right to receive the Escrow Funds in connection therewith, Seller shall execute, on or before Closing, all documents necessary and shall assign all of its rights and entitlements to Buyer, with an assumption by Buyer, in all of the Ancillary Agreements listed on Exhibit F and as referenced in Paragraph 7.F above. These assignments shall be held in escrow by the Escrow Agent pursuant to an escrow agreement (the “Take-Over Escrow Agreement”) and shall entitle Buyer to receive all Escrow Funds referenced in the Ancillary Agreements to assist and compensate Buyer in and for the completion of the Improvements. All parties acknowledge that fully executed assignments of the Ancillary Agreements, including all third party signatures necessary, and documentation assuring Buyer’s access to the Escrow ...
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Related to Xxxxx xr Failure to Complete Post Closing Work

  • Termination for Failure to Close This Agreement shall automatically be terminated if the Closing Date shall not have occurred by March 15, 2018; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

  • Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:

  • Failure to Elect; Events of Default If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period therefor, then, unless such Borrowing is repaid as provided herein, (i) if such Borrowing is denominated in Dollars, at the end of such Interest Period such Borrowing shall be converted to a Syndicated Eurocurrency Borrowing of the same Class having an Interest Period of one month, and (ii) if such Borrowing is denominated in a Foreign Currency, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, (i) any Eurocurrency Borrowing denominated in Dollars shall, at the end of the applicable Interest Period for such Eurocurrency Borrowing, be automatically converted to an ABR Borrowing and (ii) any Eurocurrency Borrowing denominated in a Foreign Currency shall not have an Interest Period of more than one month’s duration.

  • Failure to Fulfill Conditions In the event that either of the parties hereto determines that a condition to its respective obligations to consummate the transactions contemplated hereby cannot be fulfilled on or prior to the termination of this Agreement, it will promptly notify the other party.

  • Purchaser's Election to Delay Foreclosure Proceedings (a) The Purchaser shall be deemed to direct the Company to direct (to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreement) the related Servicer that in the event that the Company does not receive written notice of the Purchaser's election pursuant to subsection (b) below within 24 hours (exclusive of any intervening non-Business Days) of transmission of the notice provided by the Company under Section 2.01 (a) (ii) subject to extension as set forth in Section 2.02(b), the related Servicer may proceed with the Commencement of Foreclosure in respect of such Mortgage Loan in accordance with its normal foreclosure policies without further notice to the Purchaser. Any foreclosure that has been initiated may be discontinued (i) without notice to the Purchaser if the Mortgage Loan has been brought current or if a refinancing or prepayment occurs with respect to the Mortgage Loan (including by means of a short payoff approved by the related Servicer) or (ii) if the related Servicer has reached the terms of a forbearance agreement with the borrower. In the latter case, the related Servicer may complete such forbearance agreement unless instructed otherwise by the Purchaser within two Business Days notification.

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Failure to Close If any of the conditions to the Closing specified in this Agreement shall not have been fulfilled to the satisfaction of the Placement Agents or if the Closing shall not have occurred on or before 10:00 a.m. (St. Louis time) on June 30, 2003, then each party hereto, notwithstanding anything to the contrary in this Agreement, shall be relieved of all further obligations under this Agreement without thereby waiving any rights it may have by reason of such nonfulfillment or failure; provided, however, that the obligations of the parties under Sections 2.4.2, 7.5 and 9 shall not be so relieved and shall continue in full force and effect.

  • Purchaser's Election to Commence Foreclosure Proceedings (a) In connection with any Mortgage Loan identified in a report under Section 2.01(a)(i)(B), the Purchaser may elect to instruct the Company to cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreement, the related Servicer to proceed with the Commencement of Foreclosure as soon as practicable. Such election must be evidenced by written notice received by the Company by 5:00 p.m., New York City time, on the third Business Day following the delivery of such report under Section 2.01(a)(i).

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

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