Advise Gavilon of Buyer s annual Corn requirements, and provide Gavilon with timely and accurate forecasts of the amount, as well as the type or grade, of Corn needed pursuant to Exhibit “A”.
Advise Gavilon of Buyer Sample Clauses
Related to Advise Gavilon of Buyer
Organization of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .
Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract; (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract; (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.
Print Name of Buyer By: ---------------------------------------- Name: Title: IF AN ADVISOR: Print Name of Buyer Date: ------------------------------------- EXHIBIT K [TEXT OF AMENDMENT TO POOLING AND SERVICING AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A LIMITED GUARANTY]
SALE OF BUYER’S PROPERTY Performance under this Agreement: (check one)
Opinion of Buyer's Counsel Seller and the Signing Partners shall have received from SFX's in-house counsel an opinion, dated the Closing Date, in form and substance satisfactory to Seller's Counsel, to the effect that: (a) Each of Buyer and SFX is duly organized and validly existing in good standing under the laws of its state of incorporation with all requisite corporate power and authority to own and operate its properties and to conduct the business it is conducting as of the Closing Date and to effect the transactions contemplated by this Agreement; (b) This Agreement and the Closing Documents to which either Buyer or SFX is to be a party have each been duly executed and delivered by Buyer or SFX, as the case may be, and (assuming due and valid authorization, execution and delivery thereof by the other parties) constitute the valid and binding obligations of Buyer or SFX, as the case may be, enforceable in accordance with their terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of creditors' rights, or by equitable principles or limiting the enforcement of creditors' rights generally, and all corporate action by Buyer and SFX required to authorize the transactions contemplated hereby and thereby have been taken; and (c) Neither the execution and delivery by Buyer of this Agreement or the Closing Documents nor compliance with any terms and provisions thereof will conflict with or result in a breach of any of the terms, conditions or provisions of the respective Certificates of Incorporation or By-Laws of Buyer or SFX or of any judgment, order, injunction, decree or ruling of any Governmental Body to which Buyer or SFX is subject and of which Buyer's counsel has knowledge, or to the knowledge of such counsel, any other agreement or contract to which Buyer is a party or to which it is subject or constitute a default thereunder. In rendering such opinion such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate as to matters of fact, upon certificates of state officials and of any officer or officers of Buyer, provided the extent of such reliance is specified in the opinion.
Closing Deliveries of Buyer At Closing, unless otherwise waived by Seller, Buyer will deliver to Seller the following: (a) A duly executed counterpart of the Escrow Agreement; (b) Evidence to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreement, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) of Buyer, authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyer; and (j) An executed copy of the Promissory Note; (k) An executed copy of a security agreement by the Buyer in favor of the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”); and (l) An executed copy of the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably request.
Deliveries of Buyer At or prior to the Closing, BUYER shall deliver to SELLER: (a) that portion of the Price required to be paid at Closing pursuant to Section 1.4.3, and payments for the inventories, raw materials, and Other Office Assets pursuant to Sections 1.4.3 and 4.5; (b) a certificate executed by an authorized officer of SUB, on behalf of SUB, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (c) a certificate executed by an authorized officer of PARENT, on behalf of PARENT, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (d) a certificate executed by the secretary of SUB, dated as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of the transactions contemplated by this Agreement, have been taken; (e) a certificate executed by an authorized officer of PARENT, dated as of the Closing Date, certifying that all requisite corporate actions of PARENT to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken; (f) an agreement for assumption of the Assumed Liabilities by SUB containing provisions that are usual and customary for assuming the liabilities involved, executed by SUB; (g) the License Agreement, executed by SUB; (h) the Sublease Agreement, executed by SUB; (i) the Patent Purchase Agreement executed by PARENT; and (j) a supply agreement executed by PARENT and SUB substantially in the form attached hereto as Appendix G, pursuant to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on the terms set forth therein (the "Supply Agreement").
By Buyer Neither the board of directors of Buyer nor any committee thereof shall: (i) except as expressly permitted by this Section 7.2, withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Target, the approval or recommendation of such board of directors or such committee of the Nasdaq Stockholder Approval or the Buyer Stockholder Approval; (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; or (iii) cause Buyer to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal. Notwithstanding the foregoing, in the event that, prior to the adoption and approval of the Buyer Stockholder Approval by the holders of Buyer Common Stock, the board of directors of Buyer determines in good faith, after it has received a Superior Offer and after consultation with outside counsel, and that the failure to consider such Superior Proposal would violate its fiduciary duties to Buyer stockholders under applicable Law, then the Buyer may (subject to this and the following sentences) inform the Target that it no longer believes that the Merger is advisable and no longer recommends approval and (subject to this and the following sentences) approve or recommend a Superior Proposal and in connection therewith withdraw or modify its approval or recommendation of the Buyer Stockholder Approval (a “Subsequent Determination”), but only at a time that is after the fifth (5th) Business Day following Target’s receipt of written notice advising them that the board of directors of Buyer has received a Superior Proposal, specifying the material terms and conditions of such Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the person making such Superior Proposal and stating that it intends to make a Subsequent Determination. Target shall have five (5) Business Days from the date of receiving such notice to submit to Buyer any changes to the terms and conditions of this Agreement as would enable Buyer to proceed with its recommendation to its stockholders without a Subsequent Determination; provided, that any such adjustment shall be at the discretion of the Parties at the time.
Authority of Buyer Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.
