Agreement to Acquire. (a) Simultaneously with the delivery of this Lease Agreement the Issuer shall cause the Bond proceeds to be deposited in the Construction Fund. The Issuer shall cause the proceeds of the Bonds to be advanced to the User by withdrawal from the Construction Fund, in accordance with the requirements of the Indenture, for the payment of Project Costs at such times and in such amounts as shall be directed by the User. The proceeds of the Bonds shall be used solely for the payment of Project Costs as provided in the Indenture.
(b) The User will acquire and construct the Project with all reasonable dispatch and due diligence and will cause the Project to be placed in service as promptly as practicable. The Issuer will not execute any contract or purchase orders for the Project without the prior written consent of the User.
(c) Compliance with laws and regulations necessary to realize any sales and use tax exemption with respect to the acquisition, construction and equipping of the Project shall be the sole responsibility of the User and the Issuer does not assume any responsibility or give any assurance with respect to any possible exemption from sales and use taxes.
(d) The User may, with the prior written consent of the Credit Obligor, cause changes or amendments to be made in the plans and specifications for such acquisition and construction of the Project, provided (1) such changes or amendments will not change the nature of the Project to the extent that it would not constitute a “project” as authorized by the Enabling Law, and (2) such changes or amendments will not materially affect the utility of the Project for its intended use. The Issuer will make only such changes or amendments in the plans and specifications for the acquisition and construction of the Project as may be requested in writing by the User.
(e) The Issuer and the User shall from time to time each appoint by written instrument an agent or agents authorized to act for each respectively in any or all matters relating to the acquisition and construction of the Project and payments to be made out of the Construction Fund. One of the agents appointed by the User shall be designated its Project Supervisor. Either the Issuer or the User may from time to time revoke, amend or otherwise limit the authorization of any agent appointed by such party to act on such party’s behalf or designate another agent or agents to act on such party’s behalf, provided that there shall be at all times at least one a...
Agreement to Acquire. 9 SECTION 4.02 No Warranty of Suitability of Issuer.................. 10 SECTION 4.03 Pursuit of Remedies Against Vendors, Contractors and Subcontractors and Their Sureties......
Agreement to Acquire. The Seller agrees to convey, and the Purchaser agrees to acquire, the Mortgage Loans identified on Mortgage Loan Schedule, as such Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The conveyance of the Mortgage Loans shall take place on the Closing Date. The consideration for the Mortgage Loans conveyed pursuant to this Agreement shall be specified on Exhibit B annexed hereto, which consideration shall be exchanged on or prior to the Closing Date.
Agreement to Acquire. At the Effective Time, and upon the terms and subject to the conditions of this Agreement and the applicable provisions of the OGCA, Acquisition Sub shall purchase all of the Acquired Shares. On the Closing Date, Acquisition Sub and the Company shall cause the Acquisition to be consummated by executing and filing a certificate of acquisition (the “Certificate of Acquisition”) in accordance with Section 1090.1 of the OGCA and other Applicable Law. The “Effective Time” shall be at such time as the Certificate of Acquisition, accompanied by payment of the filing fee (as provided in the OGCA), has been examined by, and received the endorsed approval of, the Secretary of State of the State of Oklahoma, or at such subsequent time as Buyer and the Company shall agree and shall specify in the Certificate of Acquisition.
Agreement to Acquire. (a) The Project Site has been acquired by the Issuer in accordance with the instructions of the Lessee and is described in Exhibit A to this Lease Agreement. The Improvements are to be constructed and installed on the Project Site. The personal property and fixtures to be acquired and installed as part of the Project are described in Exhibit B to this Lease Agreement. The Improvements and the Equipment shall be constructed and installed on the Project Site.
(b) The Lessee shall be solely responsible for the planning and design of the Project, the preparation of contracts and purchase orders for the Project and the supervision of the work on the Project. The acquisition, construction, rehabilitation, installation and equipping of the Project shall be in accordance with all applicable zoning, planning and building restrictions, and the Lessee shall obtain all necessary governmental permits, licenses, certificates, authorizations and approvals necessary to be obtained for the acquisition, construction, installation and operation of the Project.
(c) The Issuer shall enter into, assume or accept the assignment of such contracts and purchase orders for the Project as the Lessee shall request in writing, subject to the requirements of Section 10.01.
(d) The Issuer will cooperate with the Lessee in good faith in the acquisition, construction, rehabilitation, installation and equipping of the Project in order that the Project may be completed and placed in service as soon as practicable.
(e) The Lessee may cause changes or amendments to be made in the plans and specifications for the Project, provided such changes or amendments will not change the nature of the Project to the extent that it would not qualify for financing under the Enabling Law and Section 144(a) of the Code. The Issuer will make only such changes or amendments in the plans and specifications for the Project as may be requested in writing by the Lessee.
(f) The Issuer shall cause withdrawals to be made from the Construction Fund for the payment of Project Costs (including reimbursement to the Lessee for Project Costs), subject to the requirements of Section 3.02.
Agreement to Acquire. Subject to the terms and conditions of this Agreement, at the Effective Time, as defined below, ARS shall be acquired by QGI in accordance with the Nevada Act and the provisions of this Agreement; the separate corporate existence of ARS shall cease; and QGI shall continue as the surviving corporation ("Surviving Corporation"). The constituent corporations ("Constituent Corporations") to the Acquisition are QGI and ARS. The name of the Surviving Corporation, The Quantum Group, Inc., shall not be changed by reason of the Acquisition.
Agreement to Acquire. At the Closing, NAAC shall acquire from WWWX, upon the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties of WWWX in this Agreement and in the Exhibits and Schedules hereto, the Purchased Assets and, as consideration therefor, shall pay to WWWX the Purchase Price (hereinaf ter defined).
Agreement to Acquire. Construct and Equip the Facilities. The Company will acquire, construct and equip, the Facilities to effectuate the purposes of Chapter 165 of the Ohio Revised Code and shall proceed with due diligence to completion of such acquisition, construction and equipping. The Company agrees that all wages paid to laborers and mechanics employed on the Facilities by the Company or its contractors or subcontractors shall be paid at the prevailing rates of wages of laborers and mechanics for the class of work called for by the Facilities, which wages shall be determined in accordance with the requirements of Chapter 4115 of the Ohio Revised Code for determination of prevailing wage rates; provided that such requirements shall not apply where the federal government or any of its agencies furnished by loan or grant all or any part of the funds used in connection with the Facilities and prescribes predetermined minimum wages to be paid to such laborers and mechanics; and provided, further, that should the Company or other non public user beneficiary undertake construction of the Facilities to be performed by its regular bargaining unit employees who are covered under a collective bargaining agreement which was in existence prior to the Commitment Date, then the rate of pay provided under such collective bargaining agreement may be paid to such employees. To the extent required by Section 4115.032 of the Ohio Revised Code, the Company shall comply, and shall require compliance by all contractors and subcontractors working on the Facilities with Sections 4115.03 through 4115.16, inclusive, of the Ohio Revised Code.
Agreement to Acquire. Upon the terms and subject to the conditions contained in this Agreement, the Parties hereby agree that BC Co shall acquire the Company. BC Co shall, in its capacity as the sole stockholder of NewCo, approve the Acquisition as soon as reasonably practicable with the intent that the same shall be completed on or before the Closing Date.
Agreement to Acquire. Cooperation of Authority SECTION 3.2 No Warranty; Corporation to Complete Bond-Financed Facilities SECTION 3.3 Remedies Against Contractors, etc. SECTION 3.4 Completion of the Bond-Financed Facilities 4 4 4 5 5 ARTICLE 4 Loan Term and Loan Payments SECTION 4.1 Loan Term SECTION 4.2 Basic Loan Payments SECTION 4.3 Additional Loan Payments SECTION 4.4 Overdue Payments SECTION 4.5 Unconditional Obligation of the Corporation SECTION 4.6 Execution and Assignment of Notes SECTION 4.7 Rights of Bank Under Bank Security Agreement SECTION 4.8 Rights of Purchaser under Direct Purchaser Security Documents 5 5 5 7 7 7 8 9 9 ARTICLE 5 Concerning the Bonds, the Indenture and the Trustee SECTION 5.1 Assignment of Loan Agreement and Loan Payments by Authority SECTION 5.2 Redemption of Bonds SECTION 5.3 Amendment of Bond Documents SECTION 5.4 The Indenture Funds SECTION 5.5 Effect of Full Payment of Indenture Indebtedness 9 9 10 10 10 11
