Rights in Respect of Inability to Convey Sample Clauses

Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2 and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either (a) take such action as the Sellers shall deem advisable to discharge each such Material Title Exception specified in the Objection Notice (each such exception, a “Title Objection”) or (b) decline to take such action to discharge each Title Objection. The Sellers shall, within seven (7) Business Days after receipt of any Objection Notice, deliver a response to the Buyer specifying all Title Objections which the Sellers shall attempt to cure or discharge or elect not to cure or discharge. If the Sellers shall fail to respond to any Objection Notice within seven (7) Business Days after receipt of such Objection Notice, then the Sellers shall be deemed to have declined to take any action to discharge such Title Objections. The Buyer shall have the right at any time to waive any objections that it may have made. In the event (a) the Sellers shall decline to take action (or shall be deemed to have declined to take action) to discharge such Title Objection or (b) the Sellers fail to discharge each Title Objection prior to the Closing Date, the Buyer shall have the right, at its sole election, by written notice to the Sellers at least five (5) Business Days prior to the Closing Date, either to (i) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement, without any reduction in the Gross Asset Value or (ii) exclude the applicable Property or Properties so impacted by a Title Objection from this transaction. If Buyer fails to so give the Sellers notice of its election within the timeframe required therefor, Buyer shall be deemed to have elected the option contained in subpart (i) above. To the extent one or more Properties are excluded from this transaction pursuant to this Section 8.5, such affected Property and the Asset-Related Property related thereto shall constitute “Excluded Assets” for purposes of this Agreement. The provisions of this Section 8.5 shall be subject to the Sellers’ and the Buyer’s rights and obligations with respect to Voluntary Title Exceptions and Monetary Title Exceptions as set forth in Section 8.6. Buyer’s right to exclude any Property pursuant to the provisions of this Section 8.5 and Section 8.6 shall be subject to Section 13.3...
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Rights in Respect of Inability to Convey. In the event that the Buyer delivers an Objection Notice to the Sellers as set forth in Section 8.2 and such title exception constitutes a Material Title Exception, the Sellers shall have the right, at the Sellers’ sole election, to either
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Rights in Respect of Inability to Convey. In the event that either Seller shall be unable to convey the relevant Asset as a result of the existence of a title exception that Seller is not required to remove pursuant to this Agreement, subject only to the Permitted Exceptions and the Buyer shall not, on or before the Closing Date (as it may have been adjourned in accordance with this Agreement), give notice to the Sellers that the Buyer is willing to waive objection to each title exception which is not a Permitted Exception and close this transaction without abatement of the Purchase Price, credit or allowance of any kind or any claim or right of action against the Sellers for damages or otherwise, the appropriate Seller shall have the right, at the Seller's sole election, to either (l) take, or cause the Property Owner to take, such action as the Seller shall deem advisable to discharge each such title exception which is not a Permitted Exception or (2) terminate this Agreement. In the event the Seller shall elect to take, or cause the Property Owner to take, action to discharge each such title exception which is not a Permitted Exception, the Seller shall be entitled to one or more adjournments of the Closing Date for a period not to exceed 45 days in the aggregate (inclusive of any adjournments
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Rights in Respect of Inability to Convey. In the event that Seller shall be unable to convey the Asset as a result of the existence of a title exception Seller is not
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Related to Rights in Respect of Inability to Convey

  • Covenants Relating to Conduct of Business During the period from the date of this Agreement and continuing until the Closing Date, the Shareholders and the Corporation, jointly and severally, covenant and agree that (except as expressly contemplated or permitted by this Agreement, or to the extent that the Company shall otherwise consent in writing):

  • INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copy of this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer from any and all liability.

  • Ability to Abandon CVR A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to Parent without consideration therefor. Nothing in this Agreement is intended to prohibit Parent from offering to acquire CVRs for consideration in its sole discretion.

  • No Changes that Materially Affect Obligations Notwithstanding anything in this Agreement to the contrary, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC Trust hereunder without the prior written approval of PFPC Trust, which approval shall not be unreasonably withheld or delayed.

  • Authority to Contract The Company warrants and represents to the Executive that the Company has full authority to enter into this Agreement and to consummate the transactions contemplated hereby and that this Agreement is not in conflict with any other agreement to which the Company is a party or by which it may be bound. The Company further warrants and represents to the Executive that the individual executing this Agreement on behalf of the Company has the full power and authority to bind the Company to the terms hereof and has been authorized to do so in accordance with the Company's articles or certificate of incorporation and bylaws.

  • Inability to Supply In the event that PerImmune is unable to supply [***] of Progenics' purchase orders for two consecutive quarters, then PerImmune agrees to provide Progenics the right and license to use the relevant Know-how to manufacture or have manufactured KLH for use in producing Ganglioside Vaccine, and to fully cooperate with regulatory authorities to qualify Progenics and/or its designee as a manufacturer of KLH. In such event, at Progenics' request, PerImmune shall promptly disclose to Progenics all Know-how and information reasonably necessary to manufacture KLH and the parties shall mutually agree upon a reasonable schedule for gradually reducing the amount of KLH purchased by Progenics from PerImmune, until such time PerImmune is able to reasonably demonstrate the ability to supply Progenics with its requirements.

  • Indemnitee Rights on Unfavorable Determination; Binding Effect If any Reviewing Party determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by such Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of Section 15, the Company hereby consents to service of process and to appear in any such proceeding. Absent such litigation, any determination by any Reviewing Party shall be conclusive and binding on the Company and Indemnitee.

  • Termination by Either Parent or the Company This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by action of the board of directors of either Parent or the Company if:

  • No Duties Except as Specified in this Agreement or in Instructions The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to prepare or file any Commission filing for the Issuer or to record this Agreement or any other Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens (other than the lien of the Indenture) on any part of the Owner Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Owner Trust Estate.

  • Ability to Carry Out Obligations Company has the right, power, and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by Company and the performance by Company of its obligations hereunder will not cause, constitute, or conflict with or result in (a) any breach of violation or any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or other agreement or instrument to which Company is a party, or by which either of them may be bound, nor will any consents or authorizations of any party other than those hereto be required; (b) an event that would cause Company to be liable to any party; or (c) an event that would result in the creation or imposition of any lien, charge, encumbrance on any asset of Company.

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