Purchaser’s Election Whether or Not to Proceed Clause Samples

The 'purchaser's election whether or not to proceed' clause gives the buyer the explicit right to decide if they wish to continue with a transaction under certain circumstances, such as after a due diligence period or upon the occurrence of a specified event. In practice, this means the purchaser can review information or assess conditions and then formally notify the seller of their decision to proceed or withdraw, often within a set timeframe. This clause serves to protect the purchaser by providing flexibility and control, ensuring they are not obligated to complete the transaction if key requirements are not met or if new information arises.
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Purchaser’s Election Whether or Not to Proceed. If Purchaser determines in its sole discretion for any reason, or no reason at all, that it elects to terminate this Agreement and Purchaser notifies Seller, SSL Riverview and the Escrow Agent of such determination in writing prior to the expiration of the Inspection Period, then the Deposit shall be returned to Purchaser, this Agreement shall be of no further force or effect, and the Parties hereto shall have no further obligations to the other (except for any obligations or Liabilities that expressly survive termination of this Agreement). Upon the expiration of the Inspection Period, the Deposit shall be nonrefundable to Purchaser except in the case of a Seller’s or SSL Riverview’s Default, the failure to occur of a Purchaser’s Closing Condition, or as otherwise expressly set forth herein. In any instance where Purchaser has the discretion to elect to terminate this Agreement, and in fact does elect to terminate this Agreement pursuant to this Article 4, Escrow Agent shall return the Deposit to Purchaser without further instructions, consent or written authorization by Seller or SSL Riverview. This provision shall constitute the mutual escrow instructions to Escrow Agent and Escrow Agent shall be entitled and required to rely upon such instructions to return the Deposit to Purchaser without consent or further action by Seller or SSL Riverview.
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Purchaser’s Election Whether or Not to Proceed. If (A) the Purchaser has a reasonable objection to a Due Diligence Item with respect to any asset which objection is made or determined during the Due Diligence Period and (i) Seller is unable or unwilling to cure, or provide adequate assurances with respect to, such objection to the satisfaction of Purchaser in its sole discretion prior to the expiration of the Due Diligence Period; (ii) Purchaser determines that it does not intend to acquire the Assets; and (iii) Purchaser notifies Seller and the Escrow Agent of such determination in writing prior to the expiration of the Due Diligence Period (the “Termination Notice”); or (B) the Eagle Leases are not executed prior to or during the Due Diligence Period, or the Operating Lessee commits a material breach of any of the EAGL Leases, and as a result thereof Purchaser notifies Seller and Escrow Agent of Purchaser’s election to terminate this Agreement prior to the expiration of the Due Diligence Period, then the Deposit shall be returned to Purchaser, this Agreement shall be of no further force or effect, and the parties hereto shall have no further obligations to the other (except for any obligations or liabilities that expressly survive termination of this Agreement). If the Purchaser fails to comply with the immediately preceding sentence, then it nevertheless will be permitted to terminate this Agreement during the Due Diligence Period. Upon such termination the Deposit will be remitted to Seller and the Parties will have no further rights or obligations under this Agreement exccept those which expressly survive termination. Upon the expiration of the Due Diligence Period, the Deposit shall be nonrefundable to Purchaser (except in the case of a default by Seller hereunder, the failure to occur of a condition precedent to Purchaser’s obligation to close which is caused through no fault or act of Purchaser, or as otherwise expressly set forth herein in Sections 11.1 and 11.2 of this Agreement). Except as expressly set forth above, in any instance where Purchaser has the discretion to elect to terminate this Agreement, and in fact does elect to terminate this Agreement, pursuant to this Agreement, Escrow Agent shall return the Deposit to Purchaser without further instructions, consent or written authorization by Seller.
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Purchaser’s Election Whether or Not to Proceed. If Purchaser determines in its sole discretion for any reason, or no reason at all, that it does not intend to acquire the Assets and Purchaser notifies Seller and the Escrow Agent of such determination in writing prior to the expiration of the Due Diligence Period (the “Termination Notice”), then the Deposit shall be returned to Purchaser, this Agreement shall be of no further force or effect, and the parties hereto shall have no further obligations to the other (except for any obligations or liabilities that expressly survive termination of this Agreement). Upon the expiration of the Due Diligence Period, the Deposit shall be nonrefundable to Purchaser (except in the case of a default by Seller hereunder, the failure to occur of a condition precedent to Purchaser’s obligation to close, or as otherwise expressly set forth herein in Sections 11.1 and 11.2 of this Agreement). Notwithstanding the foregoing to the contrary, in any instance where Purchaser has the discretion to elect to terminate this Agreement, and in fact does elect to terminate this Agreement, pursuant to this Agreement, Escrow Agent shall return the Deposit to Purchaser without further instructions, consent or written authorization by.
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Purchaser’s Election Whether or Not to Proceed. If Purchaser determines in its sole discretion for any reason, or no reason at all, that it does not intend to acquire the Assets and Purchaser notifies Seller and the Escrow Agent of such determination in writing prior to the expiration of the Due Diligence Period (the “Termination Notice”), then the Deposit shall be returned to Purchaser, this Agreement shall be of no further force or effect, and the parties hereto shall have no further obligations to the other (except for any obligations or liabilities that expressly survive termination of this Agreement). Upon the expiration of the Due Diligence Period, the Deposit shall be nonrefundable to Purchaser (except in the case of a default by Seller hereunder, the failure to occur of a condition precedent to Purchaser’s obligation to close, or as otherwise expressly set forth herein in Sections 11.1 and 11.2 of this Agreement). Notwithstanding the foregoing to the contrary, in any instance where Purchaser has the discretion to elect to terminate this Agreement, and in fact does elect to terminate this Agreement, pursuant to this Agreement, Escrow Agent shall return the Deposit to Purchaser without further instructions, consent or written authorization by.
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Purchaser’s Election Whether or Not to Proceed. If the Purchaser determines in its sole discretion for any reason, or no reason at all, that it does not intend to acquire the Company Shares, then the Purchaser shall notify the Seller of such determination in writing prior to the expiration of the Due Diligence Period (the “Termination Notice”). In the event the Purchaser fails to deliver such Termination Notice on or before the expiration of the Due Diligence Period, then Purchaser shall be deemed to have elected to proceed to Closing and to acquire the Company Shares in accordance with the terms and conditions contained in this Agreement. Upon any election by Purchaser to terminate this Agreement and the Escrow pursuant to this Section 3.6, then this Agreement shall be of no further force or effect, and the Parties shall have no further obligations to the other (except for any obligations or liabilities that expressly survive termination of this Agreement), and Seller and Purchaser shall execute such cancellation instructions as may be necessary to effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Seller shall thereafter direct Escrow Agent to refund to Purchaser the Deposit, provided that the Purchaser has satisfied its obligations set forth in Section 6.1.1(ii) hereof. Any Escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be borne equally by Purchaser and Seller.
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Related to Purchaser’s Election Whether or Not to Proceed

  • Conditions Precedent to the Right of the Company to Deliver an Advance Notice The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

  • Notice to Proceed Work shall not commence on this Project until the Director has issued a written Notice to Proceed to the Recipient. Such Notice will not be issued until the Director is assured that the Recipient has complied with the Recipient's responsibilities concerning OEPA plan approval, when applicable. A Notice to Proceed shall be required for all project prime contractors or direct procurement initiated by the Recipient following execution of this Agreement.

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

  • Right to Proceed The Sponsor acknowledges the rights of Holders to institute a Direct Action as set forth in Section 2.8(d) hereto.

  • Data shared with Subcontractors If DSHS Data provided under this Contract is to be shared with a subcontractor, the Contract with the subcontractor must include all of the data security provisions within this Contract and within any amendments, attachments, or exhibits within this Contract. If the Contractor cannot protect the Data as articulated within this Contract, then the contract with the sub- Contractor must be submitted to the DSHS Contact specified for this contract for review and approval.