Contingency Periods Sample Clauses

Contingency Periods. Escrow Holder shall not be responsible for monitoring contingency time periods between the parties. The parties shall execute such documents as may be requested by Escrow Holder to confirm the status of any such periods. 4.
Sample 1
Contingency Periods. (a) Buyer shall have until 5:00 p.m., Pacific Time, on July 16, 2012, which is twenty-one (21) calendar days from the Effective Date of this Agreement (such period being referred to herein as the “Title Contingency Period”), to review and approve in Buyer’s sole and absolute discretion the matters described in Section 2.1(a). Seller shall have no obligation to remove or cure any title matters objected to by Buyer, except that Seller agrees to remove from the condition of title at Closing (without the necessity of Buyer delivering any notice disapproving such matters) all deeds of trust or mortgages entered into by Seller affecting the Real Property. If, on or before the expiration of the Title Contingency Period, Buyer fails to notify Seller in writing of Buyer’s approval described in Section 2.1(a) above, then Buyer shall be deemed to have elected to terminate this Agreement, in which event all rights and obligations of the parties hereunder (other than those that expressly survive the termination of this Agreement and the rights and remedies arising out of any breach of such surviving obligations) shall cease and Buyer shall be entitled to the prompt return of the Deposit. If, prior to the expiration of the Title Contingency Period, Buyer notifies Seller in writing of Buyer’s approval of the matters described in Section 2.1(a) above, then Buyer shall be deemed to have approved the matters described in Section 2.1(a) and such matters shall no longer be conditions to Buyer’s obligations hereunder.
Sample 1
Contingency Periods. The Definitive Purchase Agreement would provide for the following "Contingency Period": • Buyer shall have a period of Thirty (30) Days following the MEC (the "Due Diligence Period") within which to conduct an investigation of all aspects of the Property (including but not limited to the review and inspections of the Property). • During the Due Diligence Period, Buyer shall deliver to Seller a written description of any unsatisfactory physical condition that Buyer requires Seller to correct. • Buyer shall deliver any Due Diligence Materials obtained to Seller and Seller shall have the right to said Due Diligence Materials for future use if the Buyer does not close on the Property. • Seller shall provide any and all leases currently in place within the building, all maintenance and service contracts relating to the Property and any other documents that pertain to the Property that the Seller has on hand, or may obtain upon request from the Buyer.
Sample 1
Contingency Periods. (a) This Lease is contingent upon (i) Landlord’s receipt of all necessary governmental approvals with respect to the design and construction of the improvements contemplated by the Construction Agreement, including, without limitation, approval of the Construction Plans, (ii) Landlord’s receipt of all approvals necessary under the Declaration with respect to the design and construction of the improvements contemplated by the Construction Agreement, including, without limitation, approval of the Construction Plans, (iii) Tenant’s approval of the Civil Plans and the December Plans, (iv) Landlord’s ability to obtain satisfactory financing for the construction of the building described in the December Plans (as defined in the Construction Agreement) (collectively, the “Lease Contingencies”), and (v) Avenue Bank’s consent to this Amended and Restated Lease Agreement. Landlord and Tenant shall use diligent and commercially reasonable efforts to satisfy the Lease Contingencies.
Sample 1
Contingency Periods. (1) Purchaser shall have ninety (90) days following the date of this Agreement to satisfy the Due Diligence Performance Contingency ("Purchaser's Due Diligence Contingency Period").
Sample 1
Contingency Periods. During the period beginning on the Effective Date and ending at 5:00 p.m. (local time at the Property) on that date which is thirty (30) days following the Effective Date (hereinafter referred to as the "Contingency Period"). Buyer shall have the right to review: (a) a current preliminary title report covering the Property, all underlying exceptions and maps referenced therein, and a map prepared by the Title Company plotting the location of all easements affecting the Property, Which shall be obtained by Seller, at Seller's cost; (b) copies of the most recent property tax bills for the Property, and (c) a copy of the most current survey of the Real Property in Seller's possession, if any (the items referred to in clauses (a) through (c) of this Section 2.1 are hereinafter referred to as the "Title Contingency Items"). Seller shall deliver or cause to be delivered to Buyer the Title Contingency Items promptly after the Effective Date but in no event later than ten (10) business days after the Effective Date. During the Contingency Period, Buyer shall also have the right to review a new or updated survey of the Real Property prepared by a licensed surveyor or engineer, obtained by Buyer at Buyer's sole cost (the "Survey").
Sample 1
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Contingency Periods. During the period beginning on the Effective Date and ending at 5:00 p.m. (local time at the Property) on that date which is fifteen (15) days following the Effective Date (hereinafter referred to as the "Contingency Period"), Buyer shall have the right to review: (a) a current preliminary title report covering the Property and all underlying exceptions, which shall be obtained by Seller, at Seller's cost; (b) copies of the most recent property tax bills for the Property, and (c) a copy of the most current survey of the Real Property in Seller's possession, if any (the items referred to in clauses (a) through (c) of this Section 2.1 are hereinafter referred to as the "Title Contingency Items"). Seller shall deliver or cause to be delivered to Buyer the Title Contingency Items promptly after the Effective Date but in no event later than three (3) business days after the Effective Date. During the Contingency Period, Buyer shall also have the right to review a new or updated survey of the Real Property prepared by a licensed surveyor or engineer, obtained by Buyer at Buyer's sole cost (the "Survey").
Sample 1
Contingency Periods 
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Related to Contingency Periods

  • Notice Periods The notice period (expressed in Working Days) to be given by the Customer in respect of Clause 38.1 shall be the number of whole days that is 20% of the total duration of the final SOW to be executed under this Contract, up to a maximum of 30 Working Days. Partial days shall be discounted in the calculation and the duration of the SOW shall be calculated in Working Days. For example, if the duration of the SOW is 10 Working Days: 20% of the SOW is 2 days. The Notice Period = 2 Working Days; or if the duration of the SOW is 62 Working Days, 20% of the SOW is 12.4. The Notice Period = 12 Working Days. The Parties acknowledge and agree that: the Customer’s right to terminate for convenience and without cause under Clause 38.1 is reasonable in view of the subject matter of this Contract and the Agile nature of the Services being provided; the Contract Charges paid during the notice period given by the Customer in accordance with Clause 38.1 are a reasonable form of compensation and are deemed to fully cover any costs or Losses incurred by the Supplier which may arise either directly or indirectly as a result of the Customer exercising the right to terminate without cause. The Customer shall have the right to terminate this Contract at any time with immediate effect by written notice to the other Supplier if: the Supplier commits a Supplier Default and if the Supplier Default is not, in the opinion of the Customer, capable of remedy; or the Supplier Default is a Material Breach of this Contract. the Supplier is unable to provide a change proposed by the Customer; Either Party may terminate this Contract at any time with immediate effect by written notice to the other Party if: the other Party commits a material breach of any term of this Contract (other than failure to pay any amounts due under this Contract) and, if such breach is remediable, fails to remedy that breach within a period of fifteen (15) Working Days of being notified in writing to do so; an Insolvency Event of the other Party occurs, or the other Party ceases or threatens to cease to carry on the whole or any material part of its business; or

  • Inspection Period Buyer shall be under no obligation to purchase the Property or otherwise perform under this Agreement unless Buyer determines the Property to be, in all respects, suitable for its intended purposes. The decision as to whether the Property is suitable for its intended purposes shall be the sole decision of Buyer, determined in the absolute discretion of Buyer, with Buyer’s decision being final and binding upon both Parties. Buyer shall have until , 20 , at : ☐ AM ☐ PM to notify Seller of its termination of this Agreement due to Buyer's determination that the Property is unsuitable for its intended purpose ("Inspection Period"). In the event Buyer elects to terminate this Agreement, Buyer shall provide written notice of termination to Seller prior to the expiration of the Inspection Period. In the event Buyer provides said notice of termination, Seller and any Escrow Agent shall be obligated to return the Escrow Money to the Buyer as provided in Section V hereof, and neither party shall have any further rights or obligations under this Agreement. In the event Buyer does not submit written notice of termination prior to the expiration of the Inspection Period, the Buyer shall be deemed to be satisfied with its inspections of the Property and this contingency shall be deemed to be fulfilled. The Seller, at no expense, shall fully cooperate with Buyer in obtaining any and all approvals required from any Federal, State, or Local Government ("Governmental Approvals") necessary for Buyer to satisfy their needs during the Inspection Period for the suitability of the Property. Said Governmental Approvals shall be obtained during the Inspection Period unless the Parties agree otherwise. Any additional agreements related to this Section must be done in writing and attached to this Agreement.

  • Waiting Periods All applicable waiting periods, if any, under the HSR Act shall have expired or been terminated.

  • Feasibility Period (a) For a Feasibility Period of seventy-five (75) days from the date hereof (the "Feasibility Period"), Buyer is granted the right to conduct physical inspections, tests and investigations of the Premises in such a manner as not to inconvenience the tenants and to review copies of the Leases, Service Contracts, bills for calendar years 1994 and 1995 for real estate taxes, utilities (water, sewer, gas and electric) insurance premiums and trash removal pertaining to the Premises. At any time during said Feasibility Period, Buyer shall have the right, for any reason whatsoever, to cancel and terminate this Agreement by serving written notice thereof upon Seller on or before the expiration of said Feasibility Period; if Buyer elects to terminate this Agreement as permitted herein, then this Agreement shall be cancelled and terminated and the Deposit, together with interest earned thereon, shall be returned to Buyer and neither party hereunder shall have any further liability or obligation to the other hereunder except with respect to the indemnifications contained in this Xxxxxxxxx 0, Xxxxxxxxx 5(e) and Paragraph 22; if Buyer fails to exercise its right to terminate this Agreement as permitted herein, then said right shall automatically lapse, terminate and become null and void. Buyer shall indemnify and save harmless the Seller from any liability, loss, cost or expense (including reasonable attorney's fees) arising from or in connection with such inspection and/or entry upon the Premises; said indemnification shall survive Closing and/or termination of this Agreement. Buyer shall have the right to extend the Feasibility Period for a period of fifteen (15) days (the "Extended Feasibility Period") by serving written notice thereof upon Seller on or before the expiration of the Feasibility Period, provided that during the Extended Feasibility Period, Buyer shall only have the right to terminate this Agreement if Buyer fails to obtain a commitment for a Purchase Money Mortgage Loan on terms and conditions satisfactory to Buyer, in Buyer's sole discretion.

  • Study Period (a) The Acquiror shall have the right, until 5:00 p.m. on the last day of the Study Period, and thereafter if the Acquiror notifies the Contributor that the Acquiror has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at the Acquiror's expense, such economic, surveying, engineering, environmental, topographic and marketing tests, studies and investigations as the Acquiror may deem appropriate. If such tests, studies and investigations warrant, in the Acquiror's sole, absolute and unreviewable discretion, the acquisition of the Property for the purposes contemplated by the Acquiror, then the Acquiror may elect to proceed to Closing and shall so notify the Contributor prior to the expiration of the Study Period. If for any reason the Acquiror does not so notify the Contributor of its determination to proceed to Closing prior to the expiration of the Study Period, or if the Acquiror notifies the Contributor, in writing, prior to the expiration of the Study Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate, the Acquiror shall be released from any further liability or obligation under this Agreement.

  • Interim Events Since December 31, 2000, except as Previously Disclosed, neither Seller nor its Subsidiaries have paid or declared any dividend or made any other distribution to shareholders or taken any action which if taken after the date hereof would require the prior written consent of Buyer pursuant to Section 5.6 hereof.

  • Grace Periods The related Mortgage or Mortgage Note provides a grace period for Monthly Payments no longer than ten (10) days from the applicable Due Date.

  • Survival Periods The representations and warranties of the parties contained in this Agreement or in any certificate or like instrument delivered pursuant hereto shall survive the Closing until the date that is eighteen (18) months from the Closing Date (the “Survival Period”); provided, that (i) the representations and warranties of Sellers contained in Section 2.11 [Employee Benefit Plans] and Section 2.13 [Taxes] shall survive the Closing until the expiration of the state and federal statute of limitations applicable to the matters covered thereby, (ii) the representations and warranties of Sellers contained in Section 2.17 [Environmental] shall survive for five years from the Closing Date, and (iii) the representations and warranties in Section 2.1 [Organization, etc.], Section 2.2 [Subsidiaries], Section 2.4 [Ownership of Securities], Section 2.25 [Brokers; Finders and Fees] Section 3.1 [Title to Securities], Section 3.2 [Valid and Binding Agreement], Section 4.1 [Organization, etc.], Section 4.2 [Authority Relative to this Agreement] and Section 4.5 [Brokers, Finders and Fees] of this Agreement shall survive the Closing indefinitely, (iv) the representations and warrants in Section 2.16 that relate to the “Xxxxxx Xxxx” trademark, trade name, domain name and related logos listed on Section 2.16 of the Seller Disclosure Letter shall survive the Closing indefinitely and (v) the covenants and agreements of Sellers, Sellers’ Representative or Buyer contained in this Agreement shall survive indefinitely, provided, however, in all instances that, with respect to any specific representation or warranty under which an Indemnified Party shall have delivered a notice of a claim prior to the respective termination date for the Survival Period of such representation or warranty as set forth in this subsection and as to which such claim has not been completely and finally resolved prior to such termination date, such representation or warranty shall survive for purposes of such claim for the period of time beyond such termination date sufficient to resolve, completely and finally, the claim relating to such representation or warranty in accordance with this Agreement. Except as otherwise provided herein, the parties agree that no claims or causes of action may be brought against Sellers or Buyer based upon any of the representations and warranties contained in this Agreement after the Survival Period.

  • Commencement of Interest Periods The first Interest Period shall commence on the Drawdown Date and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

  • Due Diligence Period (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement.

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