Permitted Event means the occurrence of the following on the Effective Date: the Surviving Partnership shall be ready, willing and able to complete Closing in accordance with the Agreement; the Surviving Partnership, or its authorized representative, shall have appeared at the place designated for Closing and shall have tendered the Consideration, and the Merged Partnership, notwithstanding the foregoing, shall have failed to complete Closing in accordance with this Agreement or is otherwise in default under this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the failure to satisfy any of the conditions to the Merger contained in Article VI hereof shall not, in and of itself, be deemed to be a failure of the Merged Partnership to complete Closing or a default by the Merged Partnership under this Agreement. Except upon the occurrence of the Permitted Event, the Surviving Partnership agrees that it shall not (and hereby waives any right to) ever file or assert any LIS PENDENS against the Property nor commence or maintain any action against the Merged Partnership for specific performance under this Agreement nor for a declaratory judgment as to the Surviving Partnership's rights under this Agreement. Except as expressly provided above and elsewhere in this Agreement, nothing herein shall be deemed to limit or impair any of the Surviving Partnership's rights and remedies at law, in equity or by statute.
Permitted Event means the approval, execution, delivery, or adoption of the Merger Agreement, the performance of any obligation thereunder, or the consummation of any one or more of the transactions contemplated thereby, including, without limitation, the Merger (as defined in the Merger Agreement).”
Permitted Event means the occurrence of the following on the Closing Date: Purchaser shall be ready, willing and able to complete Closing in accordance with this contract; Purchaser or its attorney shall have appeared at the place designated for Closing and Purchaser shall be able to tender the Purchase Price to Seller or the Title Company, as Closing escrow agent; and Seller, notwithstanding the foregoing, shall have defaulted in its obligation to complete Closing in accordance with this contract or is otherwise in material default under this contract. Purchaser agrees that it shall not (and hereby waives any right to), except upon the occurrence of the Permitted Event, commence or maintain any action against Seller for specific performance under this contract or for a declaratory judgment as to Purchaser’s rights under this contract. If the only reason the sale of the Premises is not consummated is because of a default under this contract on the part of Seller and Purchaser is ready, willing and able to close, Purchaser, as its sole and exclusive remedy, may either (i) terminate this contract in its entirety by delivery of notice of termination to Seller, whereupon the Downpayment shall promptly be returned to Purchaser and, if Seller’s default was willful, Purchaser shall be entitled to be reimbursed by Seller for actual third-party costs (as evidenced by paid invoices therefor) incurred by Purchaser in connection with this contract, up to a maximum reimbursement of $250,000, or (ii) continue this contract pending Purchaser’s action for specific performance hereunder provided appropriate proceedings are commenced by Purchaser within sixty (60) days of Seller’s alleged default and thereafter prosecuted with diligence and continuity. Nothing contained in this §13.05 shall be deemed to limit Purchaser’s rights against Seller by reason of the indemnity obligations of Seller to Purchaser set forth in this contract which survive the termination of this contract.
Examples of Permitted Event in a sentence
Any competitor who in any ACU or MCRCB Permitted Event participates on a machine for which he is not eligible through age or licence restrictions will be penalised by a fine of £500.00 and a suspension for one year from the date of the hearing.
Applicant understands that a City Permitted Event Application may be required if any City property (park, street, sidewalk etc) will be utilized for the event.
Consumption of alcoholic beverages and food cannot be the sole purpose of a Permitted Event.
Any competitor who in any ACU or MCRCB Permitted Event participates on a machine for which he/she is not eligible through age or licence restrictions to take part on will be penalised by a fine of £500.00 and a suspension for one year from the date of the hearing.
Each Permitted Event shall be defined by the activity planned, the area or location in which the activity will take place and the period of time during which the activity will take place.
More Definitions of Permitted Event
Permitted Event shall have the meaning specified in Section 2J.
Permitted Event shall have the meaning set forth in Section 3.29.
Permitted Event means any event that has a special event permit, park use permit, or lake use permit including farmers markets, street fairs, races, and private events.
Permitted Event shall have the meaning set forth in Section 1(a) hereof.
Permitted Event has the meaning set forth in the definition of Acquiring Person.
Permitted Event means the execution, delivery and performance under, or consummation of any one or more transactions contemplated by, the Purchase Agreement, including, without limitation, the issuance of Company Common Stock upon conversion of the preferred stock issued pursuant to the Purchase Agreement, entry into the Voting Agreement (as defined in the Purchase Agreement), and entry into any other voting agreement with any stockholder of the Company in connection with the Recapitalization.”
Permitted Event means the (i) approval, execution, delivery, pendency, performance, public announcement or public disclosure of the Merger Agreement or any other Transaction Document (including any amendments, modifications or supplements thereto) or (ii) consummation of the Merger or any other Contemplated Transaction with GPC, SpinCo or any of their Affiliates; provided, however, that none of the foregoing shall be deemed to be “Permitted Events” following termination of the Merger Agreement.