Acceptance and Closing. Seller shall notify Buyer within 5 Business Days (and in no event later than the Closing Date) after Xxxxxx receives notice of any proposed special 70 assessment, increase in any regular assessment, and amendments or revisions to any of the Association Documents. Seller shall furnish Buyer a statement from the 71 proper association representative certifying that Seller is current in payment of assessments, and, if applicable, proof of waiver or termination of any right of first refusal 72 or similar options contained in the bylaws of the association for the transfer of ownership. Seller shall deliver to Buyer the Association Documents within Business 73 Days of the Acceptance Date. In the event the Association Documents disclose that the Property is in violation of existing rules, regulations, or other restrictions or that 74 the terms and conditions contained within the documents would unreasonably restrict Xxxxx's use of the Property or would increase the financial considerations which 75 Buyer would have to extend in connection with owning the Property, then Xxxxx may declare this Contract null and void by giving Seller written notice within 5 Business 76 Days after the receipt of the Association Documents, listing those deficiencies which are unacceptable to Buyer, and thereupon all Xxxxxxx Money deposited shall be 77 returned to Buyer. If written notice is not served within the time specified, Buyer shall be deemed to have waived this contingency, and this Contract shall remain in full 78 force and effect. Seller agrees to pay any applicable processing/move-out/transferring fees as required by the association, and Xxxxx agrees to pay the credit report and 79 move-in fee if required by the association. If the right of first refusal or similar option is exercised, this Contract shall be null and void and the Xxxxxxx Money shall be 80 returned to Buyer, but Seller shall pay the commission pursuant to Paragraph U of the General Provisions of this Contract.
Acceptance and Closing. The Investor acknowledges that the subscription of the Series One Units by the Investor is conditioned upon acceptance by the Manager, on behalf of the Company, of this Subscription Agreement. The Manager, on behalf of the Company, may accept or reject this Subscription Agreement for any reason or no reason, in its sole discretion. If the Manager has not accepted this Subscription Agreement within 30 days of the date that the Investor executes this Subscription Agreement, this Subscription Agreement will be deemed to be rejected by the Manager on behalf of the Company. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS ANY COMMISSION OR AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF ANY DISCLOSURE MADE IN CONNECTION THEREWITH. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY MAY NOT BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS SUBSCRIPTION AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS, AND CONDITIONS WHICH ARE SET FORTH IN THIS SUBSCRIPTION AGREEMENT AND IN THE FIFTH AMENDED AND RESTATED OPERATING AGREEMENT OF XXXXXXXXX REAL ESTATE INCOME FUND, LLC. Part II: Distribution Reinvestment Plan (DRIP) Enrollment You will automatically receive cash distributions unless you elect to enroll in the Company’s Distribution Reinvestment Plan (“DRIP”). If you elect to enroll in the DRIP, in lieu of receiving cash distributions, distributions attributable to the Series One Units you hold will be automatically reinvested in additional Series One Units at the Most Recent NAV Per Unit in effect on the distribution date. Members electing to participate in the Plan may select full distribution reinvestment or partial distribution reinvestment. If you elect to enroll in the full DRIP, you are authorizing the Company to purchase additional Series One Units on your behalf by reinvesting all of the cash distributions declared and paid in respect of the Series One Units that you hold, including distributions paid with respect to any full or fractional Series One Units acquired under the DRIP. If you elect to enroll in the partial DRIP, you are authorizing the Company to pu...
Acceptance and Closing. If this memorandum of intent is not executed by both parties by November 2nd, 1999, it shall become null and void. The closing of the transaction contemplated by this document shall be concluded as expeditiously as practicable with full cooperation by both parties. Closing is scheduled for November 15, 1999, and will actually occur sooner or later as may be reasonably practical.
Acceptance and Closing. The closing of the purchase and sale of your Image Innovations Shares (the “Closing”) will take place on June 30, 2003, subject to the satisfaction of the following conditions:
1. the Corporation will have received acceptances of the Concurrent Offers representing the agreement of the shareholders of Image Innovations to sell all of the shares of Image Innovations to the Corporation;
2. Image Innovations will have delivered to the Corporation the following financial statements, each in the form necessary to satisfy the Corporation’s disclosure obligations as a reporting issuer under the Securities Exchange Act of 1934 arising as a consequence of the acquisition by the Corporation of Image Innovations:
(a) Audited financial statements for the period ended March 31, 2003, including an audited balance sheet as at March 31, 2003 and statements of income, statements of cash flows and statements of stockholders equity for the period ended March 31, 2003;
(b) Pro forma financial statements showing the effect of the acquisition of Image Innovations by the Corporation and including a pro forma balance
Acceptance and Closing. This agreement will become effective only if executed on behalf and all of the JEDOR Principals and delivered to Sonic Foundry, attention Xxxxx Xxxxxxxxxxx, by JEDOR and the JEDOR Principals by 3:00 P.M. January 24, 2000 via Facsimile at (000) 000-0000. The purchase and sale of the Shares shall take place at the offices of SONIC FOUNDRY at 10:00 a.m. on February 1, 2000 (the "Closing Date"). In no event shall the Closing Date be later than February 20, 2000. The Closing shall be deemed to have taken place at 5:00 P.M. on the Closing Date.
Acceptance and Closing. This letter of intent is open for Acceptance by Pacific or its duly authorized representative until 4:00 p.m. on August 31, 1999. Forthwith upon execution of this letter of intent, the parties shall commence negotiations and instruct their solicitors to draft the required Purchase Agreement. The Purchase Agreement shall contain provisions with respect to the matters set out in this letter of intent, and will also incorporate all such terms and conditions as the parties may deem necessary or appropriate to complete the transactions, including all conditions on closing, all representations and warranties, all covenants, all opinions, and all necessary indemnifications in relation to such representations and warranties provided.
Acceptance and Closing. Each Investor shall give written notice to the Company of its intention to accept an Offer prior to the end of the 15-day period of such Offer, setting forth the portion of the Offered Securities which such Investor elects to purchase (the "Notice of Acceptance"). Upon the closing of the sale or issuance of such Offered Securities, such Investor shall purchase from the Company, and the Company shall sell to such Investor, the Offered Securities subscribed for by such Investor at the terms specified in the Offer, which shall be the same terms at which all other persons or entities acquire such securities in connection with such sale or issuance.
Acceptance and Closing. Within ten (10) Days after determining the Purchase Closing Price for the Project as provided in paragraph (a) above, Department shall notify Seller whether or not it intends to purchase the Project (the "Purchase Notice"). The closing of the purchase and sale of the Project shall take place on a date agreed by the Parties, which date (the "Purchase Closing Date") shall not be later than the termination of the Term. On the Purchase Closing Date, Department shall pay to Seller the Purchase Closing Price in immediately available funds and Seller shall transfer to Department its right, title and interest in the Project, free and clear of all liens, but without any other representation or warranty, and subject to all liabilities related to the Project.
Acceptance and Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place on concurrently with the execution of this Agreement, at the offices of the Company. At the Closing:
(a) Shareholder shall deliver to the Company:
(i) a duly signed assignment separate from certificate for all of its Special Preferred Shares in the form attached as Exhibit A hereto;
(ii) the original share certificates for all of its Special Preferred Shares or a statutory declaration as to the loss or accidental destruction of such certificates; and
(iii) such additional documents as may (in the reasonable judgment of the Company) be necessary or appropriate to effect the transfer of the Special Preferred Shares to the Company; and
(b) the Company shall issue the Exchange Shares to Shareholder, and it shall, as soon as reasonably practicable after the Closing, issue to Shareholder a certificate or certificates evidencing such Exchange Shares.
Acceptance and Closing. Transferor's offer may be accepted only ---------------------- by delivering to Transferor written notice of acceptance prior to the expiration of the offer period; provided, that such acceptance may be made subject to the -------- final determination of the Fair Market Value of any non-cash consideration, in which event such acceptance shall so state, and be accompanied by the offeree's estimate of such Fair Market Value; and if the actual Fair Market Value differs in any material respect from the offeree's estimate, the offeree may, within four business days following receipt of the final determination of Fair Market Value, withdraw its acceptance of the offer. If the offer is accepted and not withdrawn as aforesaid, the closing of the sale shall take place at the time and place, and upon the terms, specified in the offer; provided, however, that if -------- ------- the offeree disputes the Transferor's estimate of the Fair Market Value of any non-cash consideration, the closing shall be delayed to five business days following the date of final determination of such Fair Market Value, and if the purchase and sale of such Shares requires the obtaining of any regulatory approvals or compliance with any other laws, the closing shall be delayed for such time as is reasonably necessary to obtain such approvals and comply with such laws; and provided further, however, that if the seeking of -------- ------- such regulatory approvals and compliance with other applicable laws delays the closing by more than 90 days, at any time subsequent to such 90-day period and prior to the closing, the Transferor may, by written notice to offeree, treat such delay as a rejection of the offer, and, following delivery of such notice, the provisions of Section 4(d) shall be applicable; and provided further, if the Management Company, SEI, FCNH or any of their respective Subsidiaries then owns or controls a television broadcasting station operating under a license issued by the Federal Communications Commission ("FCC"), and as a result of the proposed transfer approval by the FCC is required, then such 90-day period referred to in the preceding proviso shall be a one-year period. At the closing, Transferor shall deliver to the offeree documents of transfer in form and substance reasonably acceptable to the offeree and its counsel, necessary to vest in the offeree good and marketable title to the Shares so sold, free and clear of any and all Liens, other than those imposed under ...
