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 all of the following on the Closing Date: (1) Buyer shall be ready, willing and able to complete Closing in accordance with this Agreement, and (2) Seller, notwithstanding the foregoing, shall have refused to complete Closing in accordance with this Agreement and such refusal constituted a default on the part of Seller under this Agreement. Except upon the occurrence of a Permitted Event, Buyer agrees that it shall not (and hereby waives any right to) commence or maintain any action against Seller for specific performance under this Agreement or for a declaratory judgment as to Buyer’s rights under this Agreement. Buyer further waives any right to file or assert any lis pendens against any portion of the Premises except in connection with an action for specific performance commenced and maintained by Buyer in accordance with this paragraph. If the only reason the sale of the Premises is not consummated is because of the occurrence of the Permitted Event, then as its sole and exclusive remedy, Buyer may either (i) terminate this Agreement in its entirety by delivery of notice of termination to Seller, whereupon the Deposit shall be immediately returned to Buyer (in which case Buyer shall also be entitled to reimbursement for out-of-pocket due diligence costs and attorneys’ fees reasonably incurred by Buyer in connection with this Agreement, up to a maximum reimbursement of Thirty Five Thousand and 00/100 Dollars ($35,000.00)), or (ii) continue this Agreement pending Buyer’s action for specific performance hereunder provided appropriate proceedings are commenced by Buyer no later than thirty (30) days after the Closing Date originally scheduled hereunder and prosecuted with diligence and continuity. Notwithstanding the foregoing or anything set forth herein to the contrary, (x) the non-satisfaction of the closing condition set forth in Sections 12(a)(i) shall not be deemed to be a default by Seller hereunder except to the extent caused by Seller’s failure to perform its obligation to cure Mandatory Cure Liens or any consensual mortgage or deed of trust which have been executed by Seller, and (y) in the event of a failure of any such closing conditions, Buyer’s sole and exclusive remedy shall be to terminate this Agreement in its entirety by delivery of notice of termination to Seller, whereupon the Deposit shall be immediately returned to Buyer.
Examples of Permitted Event in a sentence
The applicable payment standard will be the lower of either the voucher size issued or the unit size selected at the time of the move.
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.
The sale, service and consumption of alcoholic beverages at a Permitted Event shall be confined to the specific event, area or activity identified on the Beverage Permit application.
The activity planned for the Permitted Event must be consistent with the proper image and mission of the institution.
More Definitions of Permitted Event
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 has the meaning set forth in the definition of Acquiring Person.
Permitted Event shall have the meaning specified in Section 2J.
Permitted Event shall have the meaning set forth in Section 1(a) hereof.
Permitted Event shall have the meaning set forth in Section 3.29.
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.