Acquisition Process. If Kite Realty timely delivers an Exercise Notice following receipt of a ROFR Notice, subject to Section 4.1, the provisions of Article III shall govern the acquisition of the LLC Interest. If Kite Realty timely delivers an OP Notice following receipt of a ROFR Notice, subject to Section 4.1, the provisions of Article III (excluding Section 3.1(a)) shall govern the acquisition of the LLC Interest to the extent not inconsistent with the Acquisition Terms; it being understood that if the Purchase Price is paid in Units, the value of Units shall be their Market Value as defined in Section 3.1(b).
Acquisition Process. In the event that Kite Realty elects to accomplish the transfer of the LLC Interest through the Member Interest Acquisition: (i) the Exercise Notice shall specify that Kite Realty elects to effectuate the Member Interest Acquisition pursuant to this Section 5.2; (ii) subject to this Section 5.2, the provisions of Article III shall govern the Member Interest Acquisition; (iii) the purchase price to be paid by Kite Realty for the Member Interests shall be equal to the Acquisition Consideration for the LLC Interest as calculated in accordance with Section 3.1, subject to the adjustments in Section 5.2(b), with each Member entitled to receive such Member’s pro rata share of such Acquisition Consideration based on such Member’s percentage interest in Optionor (as set forth in Exhibit B); (iv) subject to Section 3.1(f), the Member Interests shall be conveyed, and the Closing Date of such acquisition shall occur, within the later of (a) 15 days after the last day of the month immediately following the month in which the Exercise Notice is delivered or (b) 45 days after the determination of the FMV of the Property at the time in accordance with Section 3.1; and (v) on or prior to the Closing Date, subject to Section 3.1(f), the Members, Optionor and Kite Realty shall execute and deliver the closing documentation described on Exhibit C hereto regarding the Member Interest Acquisition, and, thereafter, the Members, Optionor and Kite Realty shall additionally acknowledge, execute, deliver and/or file (as the case may be) any and all other documents, agreements or instruments reasonably necessary or appropriate to effectuate the Member Interest Acquisition in accordance with the terms of this Agreement.
Acquisition Process. The Issuer, the Trustee and the Servicer agree that:
a. Unless and until otherwise directed in writing by the Issuer, the Servicer shall provide to the Trustee all certificates and directions required to be delivered by the Issuer to the Trustee under the Indenture in connection with the Financing through acquisition of Eligible Loans and Student Loans thereunder.
(1) Pursuant to the Issuer Student Loan Purchase Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that each Lender (in the case of FFELP Loans) or SLFC (in the case of Alternative Loans) transfer to the Servicer or the Servicer's bailee (or, in the case of the promissory notes relating to Alternative Loans, to the Trustee or a custodian designated by the Trustee or, to the extent not required under the Indenture to be transferred to the Trustee, to the Servicer or the Servicer's Bailee), on or before each applicable Loan Purchase Date, physical custody and possession of documentation and information relating to Student Loans scheduled to be sold to the Trustee on behalf of the Issuer on each such Loan Purchase Date. Such documentation and information so transferred will include (i) the documents described in Exhibit A (in the case of Issuer Student Loan Purchase Agreements relating to Alternative Loans) or Exhibit B (in the case of Issuer Student Loan Purchase Agreements relating to FFELP Loans) attached to the Issuer Student Loan Purchase Agreements (the "Loan Documents"), and (ii) such additional documentation or information relating to the Student Loans as the Servicer shall reasonably require for the purpose of allowing the Student Loans to be properly serviced by the Servicer.
(2) Pursuant to the Transfer Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that GOAL Funding transfer, or cause to be transferred, to the Servicer or the Servicer's bailee (or, in the case of the promissory notes relating to Alternative Loans, to the Trustee or a custodian designated by the Trustee or, to the extent not required under the Indenture to be transferred to the Trustee, to the Servicer or the Servicer's Bailee), on or before each applicable Loan Purchase Date (which term, as used in this Agreement with respect to the purchase of Financed GOAL Funding Student Loans, means the date of purchase of such loans under the applicable Transfer Agreement), physical custody and possession of documentation and information relating to Student Loans schedul...
Acquisition Process. In the event that Kite Realty elects to accomplish the transfer of the Property through the Interest Acquisition: (i) the Exercise Notice shall specify that Kite Realty elects to effectuate the Interest Acquisition pursuant to this Section 5.3; (ii) subject to this Section 5.3, the provisions of Article III shall govern the Interest Acquisition; (iii) the purchase price to be paid by Kite Realty for the Interests shall be equal to the Acquisition Consideration for the Property as calculated in accordance with Section 3.1, with each Member entitled to receive such Member’s pro rata share of such Acquisition Consideration based on such Member’s percentage interest in Optionor (as set forth in Exhibit B); (iv) subject to Section 3.1(f), the Interests shall be conveyed, and the Closing Date of such acquisition shall occur, within the later of (a) 15 days after the last day of the month immediately following the month in which the Exercise Notice is delivered or (b) 45 days after the determination of the FMV of the Property (or a Portion, as applicable) at the time in accordance with Section 3.1; and (v) on or prior to the Closing Date, subject to Section 3.1(f), the Members and Kite Realty shall execute and deliver the closing documentation described on Exhibit D hereto regarding the Interest Acquisition, and, thereafter, the Members and Kite Realty shall additionally acknowledge, execute, deliver and/or file (as the case may be) any and all other documents, agreements or instruments reasonably necessary or appropriate to effectuate the Interest Acquisition in accordance with the terms of this Agreement.
Acquisition Process. The Issuer, the Trustee and the Servicer agree that:
a. Unless and until otherwise directed in writing by the Issuer, the Servicer shall provide to the Trustee all certificates and directions required to be delivered by the Issuer to the Trustee under the Indenture in connection with the Financing through acquisition of Eligible Loans and Student Loans thereunder.
b. Pursuant to the Student Loan Purchase Agreements, the Servicer will, on behalf of the Issuer and the Trustee, require that each Lender transfer to the Servicer (or the Servicer's bailee), on or before each applicable Loan Purchase Date, physical custody and possession of documentation and information relating to Student Loans scheduled to be sold to the Trustee on behalf of the Issuer on each such Loan Purchase Date. Such documentation and information so transferred will include (i) the documents described in Exhibit B attached to the Student Loan Purchase Agreements (the "Loan Documents"), and (ii) such additional documentation or information relating to the Student Loans as the Servicer shall reasonably require for the purpose of allowing the Student Loans to be properly serviced by the Servicer.
c. Within a reasonable period after delivery to the Servicer (but in no event longer than 10 Business Days unless otherwise expressly agreed) of the documentation and information relating to the Student Loans identified in Section 4(b) above, the Servicer shall (i) establish and maintain all records delivered to the Servicer with respect to each Financed Student Loan, and complete records of the Servicer's servicing of the Financed Student Loan from the date such servicing commenced, (ii) maintain possession of the loan documents described in Section 6(p) and (r) hereof that it receives as required hereunder, and (iii) image, microfilm or otherwise reproduce such documents and cause such reproductions to be stored at a separate location.
d. In the course of establishing the records relating to each Financed Student Loan as described in Section 4(c) hereof, the Servicer shall make note of any item which comes to the attention of the Servicer during the establishment process (it being understood that the Servicer will not be conducting a complete file and note examination of each Student Loan to be Financed) which would make it appear that any Student Loan has not been properly originated, disbursed and documented or has not had due diligence exercised with respect thereto, in the origination, disburs...
Acquisition Process. Under and in accordance with applicable laws and regulations in Bermuda, the Acquisition will be implemented by first establishing SJNK’s special purpose company in Bermuda, and then merging it into Endurance, with Endurance as the surviving company (a reverse triangular merger). Through this process, SJNK will acquire all of Endurance’s outstanding ordinary shares in return for the payment of cash consideration to Endurance’s shareholders. • The Acquisition is subject to the approval of Endurance’s shareholders at its shareholders’ meeting, and to clearances and approvals of relevant regulators. • SOMPO intends to proceed expeditiously and expects to complete the acquisition process by the end of fourth quarter of SOMPO’s fiscal year ended March 2017 (January to March).
Acquisition Process. Established processes for including security and privacy, and functional requirements, descriptions, and criteria, explicitly or by reference, in the acquisition contract for Provider Systems.
Acquisition Process. Approval of any Acquisition Process and/or any supplement or amendment thereto, other than initial Acquisition Process set forth in Exhibit I.
Acquisition Process. In connection with the acquisition and development of each Project, the Manager shall comply with an acquisition process approved by the Management Committee (the “Acquisition Process”). The initial approved Acquisition Process is set forth in Exhibit J. In conjunction with its review and approval of the Annual Plan for each ensuing fiscal year, the Management Committee may review and approve the Acquisition Process, with any additions, deletions or revisions deemed necessary or appropriate. The Acquisition Process, as so supplemented and amended, if applicable, shall then govern during the ensuing fiscal year.
Acquisition Process. (a) Subject to Section 4(b), EMC will conduct a series of Rounds, in accordance with the Protocols as necessary to acquire the Total RROT Target Volumes of each Product for the RROT Customers for 2003. In subsequent years, Product acquisition will occur following the completion of the consultation process and approval by the AEUB of any amendments to this 2003 Plan pursuant to Sections 7(e) or (f).
(b) Monthly Products will be acquired though RFO Rounds conducted in accordance with the RFO Protocol. One-Year Products will be acquired through RFO Rounds and MAP Product Offer Rounds conducted in accordance with the applicable Protocol.
(c) In the case of One-Year Products, the EESAI RROT Volume Percentage share, as set out in Schedule "B" to this 2003 Plan, of the total volume of each One-Year Product acquired under this 2003 Plan, will be attributed to EESAI's Energy Product Portfolio for the purpose of establishing the energy cost component of EESAI's RROT.
(d) In the case of Monthly Products, the EESAI RROT Volume Percentage share of the Total RROT Target Volume of each Monthly Product, in each case as set out in the applicable Monthly Product Schedule established in accordance with Section 3(c) above without regard for any changes to the Total RROT Target Volume that may subsequently made by EESAI in accordance with the Monthly Product Schedule, will be attributed to EESAI's Energy Product Portfolio for the purpose of establishing the energy cost component of EESAI's RROT.
(e) If EESAI proposes and the Consultation Parties agree, EMC will acquire all or part of the Total RROT Target Volumes (Power Pool Target Volume) for a Product through the Power Pool rather than pursuant to the Round process. Neither party is restricted from pursuing this matter through the dispute resolution process described in Section 8 below.
