Actions by the Purchaser Sample Clauses

Actions by the Purchaser. Simultaneously herewith:
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Actions by the Purchaser. The Purchaser shall: (i) simultaneously with the irrevocable instructions of the Seller pursuant to Section 4.2(a)(i), give irrevocable instructions to a bank/credit institution to pay the Purchase Price, in immediately available funds with value date (i.e., “data valuta”) on the Closing Date, by wire transfer to the Seller’s Bank Account; (ii) execute and deliver, or cause to be executed and delivered, to the Seller, such documents or other instruments as may be necessary, under applicable Law, to effect the purchase of the Target Shares from the Seller in accordance with any applicable Law.
Sample 1
Actions by the Purchaser. The Purchaser shall, at least one business day prior to the Closing Date, pay the Operation Price as set forth in Section 2.2.
Sample 1
Actions by the Purchaser. The Purchaser shall: (i) simultaneously with the irrevocable instructions of the Seller pursuant to Section 5.2(a)(i), (A) give irrevocable instructions to a bank/credit institution to pay the Purchase Price, in immediately available funds with value date (i.e., “data valuta”) on the Closing Date, by wire transfer: (x) as for an amount equal to the Escrow Amount, to the Escrow Account held at the Escrow Agent, and (y) as for the balance of the Purchase Price, to the bank account to be communicated by the Seller to the Purchaser at least 4 (four) Business Days prior to the Closing Date; and (B) deliver to the Seller a communication of such bank/credit institution evidencing receipt by such bank/credit institution of the irrevocable instructions mentioned under (A) above. (ii) execute and deliver, or cause to be executed and delivered, to the Seller such documents or other instruments as may be necessary, under applicable Law, to effect the transactions contemplated in this Agreement in accordance with any applicable Law.
Sample 1
Actions by the Purchaser. No statement, agreements, or representations oral or written, which may have been made to the Issuer or any third party or to any employee or agent of the Issuer, either by the Purchaser or by any employee, agent, or broker acting on the Purchaser’s behalf, with respect to the Bond, shall be of any force or effect, except to the extend stated in this commitment, and all prior agreements and representations with respect to the Bond are merged herein. This commitment may not be changed except by written agreement signed by the Issuer and the Purchaser. We are very pleased to be able to make this commitment and we look forward to working with the County and Emergent on the issuance of the Bond. With regards, /s/ Cxxxxxxxxxx X. Xxxxx Cxxxxxxxxxx X. Xxxxx Senior Vice President Agreed and accepted this ___day of February 2005. Witness: Board of County Commissioners Of Fxxxxxxxx County By: As of January 1, 2004 Land $ 773,600.00 As of July 1, 2005 Building $ 18,716,062.00 Assessment Ratio: 100 % Assessable Base: $ 18,716,062.00 Less Original Assessable Base: (773,600.00 ) Adjusted Assessable Base: $ 17,942,462.00 County Tax Rate $ 1.00 County Base Tax Revenue $ 7,736.00 Tax Increment Revenue $ 179,424.00 Pledged Allocation @ 90% $ 161,481.00 No. R-1 $300,000.00 Registered Owner: Mercantile Potomac Bank Principal Amount: Three Hundred Thousand Dollars County Commissioners of Fxxxxxxxx County, a body politic and corporate organized and existing under the Constitution and laws of the State of Maryland (the “County”), hereby acknowledges itself indebted for value received and, promises to pay to the Registered Owner shown above, or his registered assigns, on December 1, 2005 and on each December 1 thereafter up to and including the Maturity Date shown above unless this bond shall have been called for prior redemption and payment of the redemption price made or provided for, the Principal Amounts set forth on Schedule A attached hereto and made a part hereof (“Schedule A”) and to pay interest on the outstanding principal amount hereof from the date hereof in the amounts set forth on Schedule A. Interest on this Bond shall be paid at the Annual Interest Rate shown above, payable December 1, 2005 and annually thereafter on December 1 in each year (the “Interest Payment Dates”) until payment of such Principal Amount shall be discharged in the amounts set forth on Schedule A. Such interest shall be paid to the person in whose name this bond is registered on the registrati...
Sample 1
Actions by the Purchaser. The Company will deliver to Purchaser the items set forth below: (i) Purchaser shall deliver all documents required of Purchaser to be delivered as of the Effective Date pursuant to this Agreement; and (ii) Purchaser shall deliver to Seller a certificate executed by the President and Chief Executive Officer certifying the items set forth in Sections 7.2(a) and (b) below.
Sample 1

Related to Actions by the Purchaser

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.

  • Actions by the Board Any and all determinations or other actions required of the Board hereunder that relate specifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by the members of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote or decide upon any such matter.

  • Partial Terminations by the Purchasers In the event so instructed by the Purchasers in writing after the Closing Date and at the Purchasers’ sole expense, each Seller shall execute documents prepared by the Purchasers and reasonably acceptable to such Seller resigning or appointing a successor Appointed Trustee under any Serviced Appointment for which such Seller acts as Appointed Trustee (other than with respect to any Serviced Appointment that is an Excluded Appointment), and shall reasonably cooperate, at the Purchasers’ sole expense, as instructed by the Purchasers, in finding a qualified successor Appointed Trustee, including executing any documents prepared by the Purchasers in connection with the application to a court of competent jurisdiction to appoint a successor Appointed Trustee.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller (a) the Purchase Price by wire transfer in immediately available funds to a bank account in the United States to be designated by the Seller in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) the certificate contemplated by Section 8.01(a); and (c) such other documents and instruments reasonably requested by the Seller to consummate the transactions contemplated hereby.

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

  • REPRESENTATIONS BY THE COMPANY The Company represents and warrants to the Subscriber that: