Acquisition of Initial and New Centers Sample Clauses

Acquisition of Initial and New Centers. 2.5.1 Buyer has the option to purchase (or authorize an Affiliate to purchase, provided however that if an Affiliate has the option to purchase, the Buyer will remain primarily liable) all of the Initial Centers (including all related Initial Center Assets), subject to terms and conditions of the Agreement, from Seller between ***, *** and ***, ***, upon *** (***) months prior written notice from Buyer to Seller (for example, Buyer may exercise its purchase option on ***, ***, if Buyer notifies Seller by ***, ***) provided, however, subject to Section 2.5.5, that the option will expire if Buyer does not provide notice by ***, ***, for Initial Centers with a closing date on or before ***, ***. 2.5.2 Buyer has the option to purchase (or authorize an Affiliate to purchase, provided however that if an Affiliate has the option to purchase, the Buyer will remain primarily liable) all of the New Centers (including all related New Center Assets), subject to terms and conditions of the Agreement, from Seller on or after *** upon *** (***) months prior written notice from Buyer to Seller (for example, Buyer may exercise its purchase option on ***, ***, if Buyer notifies Seller by ***, ***) provided, however, subject to Section 2.5.5, that the option will expire if Buyer does not provide notice by ***, ***, for New Centers with a closing date on or before ***, ***. 2.5.3 Notwithstanding the foregoing, if Buyer wishes to exercise its option to purchase it may elect to purchase the New Centers (as set forth in Section 2.5.2) or all of the ViroPharma Centers (as set forth in Sections 2.5.1 and 2.5.
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Related to Acquisition of Initial and New Centers

  • LOCATION AND DESCRIPTION OF THE PROPERTY The subject property is a single-storey terraced house bearing the postal address of Xx. 00, Xxxxxx 00/XX0, Xxxxxx Xxxxx Xxxxxxx, 00000 Xxxxxxx Xxxxx, Xxxxxx. The subject property will be sold on an “as is where is basis” and subject to a reserve price of RM310,000.00 (RINGGIT MALAYSIA THREE HUNDRED TEN THOUSAND ONLY) and subject to the Conditions of Sale and by way of an Assignment from the above Assignee/Bank subject to the consent being obtained by the Purchaser from the Developer and other relevant authorities if any, including all terms, conditions, stipulations and covenants which were and may be imposed by the Developer and the relevant authorities. Any arrears of quit rent, assessments and service or maintenance charges which may be lawfully due to any relevant authority or the Developer up to the date of auction sale of the property shall be paid out of the purchase money upon receipt of full purchase price. All other fees, costs and charges relating to the transfer and assignment of the property shall be borne by the successful Purchaser. Online bidders are further subject to the Terms & Conditions on xxx.xxxxxxxxxxxxxxxx.xxx. All intending bidders are required to deposit 10% of the fixed reserve price for the said property by Bank Draft or Cashier’s Order in favour of UOBM for KRISHNAMAL A/P MURLIGIAH & XXXXXXXXXXX A/L XXXXXXX or remit the same through online banking transfer, one (1) working day before auction date. The balance of the purchase money shall be paid by the Purchaser within one hundred and twenty (120) days from the date of auction sale to UNITED OVERSEAS BANK (MALAYSIA) BHD via Real Time Electronics Transfer of Funds and Securities (XXXXXX). For online bidders please refer to the Terms & Conditions on xxx.xxxxxxxxxxxxxxxx.xxx on the manner of payment of the deposit. FOR FURTHER PARTICULARS, please contact M/S HOE & MOIRA, of Xxxxx 000X (Xxxxx), 0xx Xxxxx, Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx Xxxx, 00000 Xxxxxx, Xxxxxxxx. (Ref:H&M/MT/Z4P/CB23/16) Tel.: 00-000 0000, Fax: 00-000 0000) the Assignee herein or the undermentioned Auctioneer. Suite C-20-3A, Level 20, Block C, Megan Avenue II, / XXXXX XXXXX BIN XXXXXX 00, Xxxxx Xxx Xxxx Xxxx, 50450 Kuala Lumpur (Licensed Auctioneers) Tel No.: 00-0000 0000 Fax No.: 00-0000 0000 Our Ref: LIAN/UOB1035HM Website: xxx.xxxxxxxxxxxxxxxx.xxx E-mail: xxxx@xxxxxxxxxxxxxxxx.xxx [berkuatkuasa dari 1.11.2022, perniagaan perbankan pengguna (consumer banking business) CITIBANK BERHAD (No. Syarikat: 199401011410 (297089-M) telah dipindahmilik kepada xxx diletakhakkan kepada UOB di bawah Perintah Letakhak bertarikh 12.10.2022 melalui Mahkamah Tinggi Kuala Lumpur Saman Pemula No. WA-24NCC-903-09/2022] Dalam menjalankan xxx xxx kuasa xxxx telah diberikan kepada Pihak Pemegang Serahhak/Bank dibawah Perjanjian Kemudahan, Penyerahanhak xxx Surat Kuasa Wakil kesemuanya Bertarikh 09hb Julai, 2001 diantara Pihak Penyerahhak, Pihak Pelanggan xxx Pihak Pemegang Serahhak/Bank yang diperbuat dalam perkara diatas, adalah dengan ini diisytiharkan bahawa Pihak Pemegang Serahhak/Bank tersebut dengan bantuan Pelelong yang tersebut dibawah.

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • Maintenance of Corporate Separateness Each Borrower will cause each of its Unrestricted Subsidiaries to satisfy customary corporate formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records. No Borrower nor any of its Subsidiaries shall make any payment to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary except pursuant to any guaranty given by such Borrower or Subsidiary to such creditor pursuant to Section 9.04(xiv), and no bank account or similar account of any Unrestricted Subsidiary shall be commingled with any bank account or similar account of Silgan or any of its Subsidiaries. Any financial statements distributed to any creditors of any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of such Unrestricted Subsidiary from Silgan and its Subsidiaries. Finally, neither Silgan nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which is likely to result in the corporate existence of Silgan or any of its Subsidiaries or Unrestricted Subsidiaries being ignored, or in the assets and liabilities of Silgan or any of its Subsidiaries being substantively consolidated with those of any other such Person or any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

  • CONVEYANCE OF THE SAID APARTMENT The Promoter, on receipt of complete amount of the Price of the [Apartment/Plot] under the Agreement from the Allottee, shall execute a conveyance deed and convey the title of the [Apartment/Plot] together with proportionate indivisible share in the Common Areas within 3 (three) months from the issuance of the occupancy certificate*. However, in case the Allottee fails to deposit the stamp duty, registration charges and all other incidental and legal expenses etc. so demanded within the period mentioned in the demand letter, the Allottee authorizes the Promoter to withhold registration of the conveyance deed in his/her favour till full and final settlement of all dues and stamp duty and registration charges to the Promoter is made by the Allottee. The Allottee shall be solely responsible and liable for compliance of the provisions of Indian Stamp Act, 1899 including any actions taken or deficiencies/ penalties imposed by the competent authority(ies).

  • No Restriction on Existing Examination and Investigative Authority That this Agreement shall in no way preclude any State Mortgage Regulator from exercising its examination or investigative authority authorized under the laws of the corresponding Participating State in the instance a determination is made wherein Respondent is found not to be adhering to the requirements of the Agreement, other than inadvertent and isolated errors that are promptly corrected by Respondent, or involving any unrelated matter not subject to the terms of this Agreement. The Parties agree that the failure of Respondent to comply with any term or condition of this Agreement with respect to a particular State shall be treated as a violation of an Order of the State and may be enforced as such. Moreover, Respondent acknowledges and agrees that this Agreement is only binding on the State Mortgage Regulators and not any other Local, State or Federal Agency, Department or Office.

  • Executive Office; Maintenance of Offices The Seller shall give Ally Auto written notice within ten (10) days of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Seller shall at all times maintain each office from which it originates Receivables and its principal executive office within the United States of America.

  • Records Maintenance and Access Grantee must maintain all financial records relating to this Grant in accordance with generally accepted accounting principles. In addition, Grantee must maintain any other records, whether in paper, electronic or other form, pertinent to this Grant in such a manner as to clearly document Grantee’s performance. All financial records and other records, whether in paper, electronic or other form, that are pertinent to this Grant, are collectively referred to as “Records.” Grantee acknowledges and agrees Agency and the Oregon Secretary of State's Office and the federal government and their duly authorized representatives will have access to all Records to perform examinations and audits and make excerpts and transcripts. Grantee must retain and keep accessible all Records for a minimum of six (6) years, or such longer period as may be required by applicable law, following termination of this Grant, or until the conclusion of any audit, controversy or litigation arising out of or related to this Grant, whichever date is later.

  • LOCATION AND DESCRIPTION The subject property is situated about 5 kilometres north-west of PJ new town. The subject property compromises of a serviced apartment unit identified Developer’s Parcel No. 28-20, Type C1-B, Storey No. 28, The Arcuz @ Kelana Jaya, Phase 3 bearing postal address of Xxxx Xx. 00-00, The Arcuz @ Kelana Jaya, Xxxxx XXX 0X/0X, 00000 Xxxxxxxx Xxxx, Xxxxxxxx. The property will be sold on an “as is where is” basis and subject to a reserve price of RM620,000.00 (RINGGIT MALAYSIA SIX HUNDRED TWENTY THOUSAND ONLY) only and subject to the Conditions of Sale and by way of an Assignment from the above Assignee subject to consent being obtained by the successful bidder ('the Purchaser") from the Developer and other relevant authorities, if any, is required, including all terms, conditions, stipulations and covenants which were and may be imposed by the Developer and the relevant authority. All expenses incurred in obtaining the said consent shall be borne by the Purchaser. Any arrears of quit rent, assessment, service/maintenance charges and sinking fund (including the late penalty interest) which may be lawfully due to any relevant authority or the Developer or Proprietor or relevant third parties entitled thereto up to the date of successful sale of the subject property shall be borne out of the purchase price. The Purchaser shall bear and pay all fees and expenses including but not limited to all legal fees, stamp duty and registration fees in connection with, incidental to or pursuant to the Assignment and all other documents necessary for effecting the transfer or assigning the beneficial ownership in the property to the Purchaser and shall also bear all risks in relation to the purchase of the Property. The sale of the subject property may be subjected to any prevailing tax imposed by the Government of Malaysia. In such event where prevailing tax is payable, it shall be paid by the Purchaser in addition to the purchase price payable by the Purchaser. All intending bidders are required to deposit 10% of the fixed reserve price by bank draft or cashier’s order crossed “A/C Payee only” in favour of OCBC BANK (MALAYSIA) BERHAD prior to the sale with undermentioned Auctioneer and the balance purchase price to be settled within one hundred and twenty (120) days from the date of auction sale to the Assignee. To get a copy of the Conditions of Sale and any further particulars, please contact Messrs Ho, Loke & Koh Solicitors for the Assignee herein whose address is at X-0-0, Xxxxx Xxxxxx 0, 000, Xxxxx Xxx Xxxxx, 00000 Xxxxx Xxxxxx, Xxxxxxxx (Ref.: PLEASE ADVICE, Tel.: 00-0000 0000, Fax: 00- 0000 0000) or the undermentioned Auctioneer at the address below. Suite C-20-3A, Level 20, Block C, Megan Avenue II, / XXXXX XXXXX BIN XXXXXX 00, Xxxxx Xxx Xxxx Xxxx, 50450 Kuala Lumpur (Licensed Auctioneers) Tel No.: 00-0000 0000 Fax No.: 00-0000 0000 Our Ref:UMI/OCBC1396/HLK Website: xxx.xxxxxxxxxxxxxxxx.xxx E-mail: xxxx@xxxxxxxxxxxxxxxx.xxx

  • Covenant to Provide Financial Information and Maintain Sufficient Capital The Administrator shall obtain and maintain the necessary capital to fulfill its obligations under this Agreement and shall remain solvent. The Administrator will report to the Issuer on a semi-annual basis its current and total assets, current and total liabilities, and total equity and the Company intends to include such amounts in its SEC reports.

  • RECORDS MANAGEMENT AND MAINTENANCE CONTRACTOR, its officers, agents, employees and subcontractors shall, throughout the term 12 of this Agreement, prepare, maintain and manage records appropriate to the services provided and in 13 accordance with this Agreement and all applicable requirements.

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