Delivery of the Property The Fund will deliver or arrange for delivery to PFPC Trust, all the Property owned by the Portfolios, including cash received as a result of the distribution of Shares, during the term of this Agreement. PFPC Trust will not be responsible for any assets until actual receipt.
Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.
Delivery of the Premises When Landlord’s Work is Substantially Complete, subject to the remaining terms and provisions of this Section 3(e), Tenant shall accept the Premises. Tenant’s taking possession and acceptance of the Premises shall not constitute a waiver of: (i) any warranty with respect to workmanship (including installation of equipment) or material (exclusive of equipment provided directly by manufacturers), (ii) any non-compliance of Landlord’s Work with applicable Legal Requirements, or (iii) any claim that Landlord’s Work was not completed substantially in accordance with the TI Construction Drawings (subject to Minor Variations and such other changes as are permitted hereunder) (collectively, a “Construction Defect”). Tenant shall have one year after Substantial Completion within which to notify Landlord of any such Construction Defect discovered by Tenant, and Landlord shall use reasonable efforts to remedy or cause the responsible contractor to remedy any such Construction Defect within 30 days thereafter. Notwithstanding the foregoing, Landlord shall not be in default under the Lease if the applicable contractor, despite Landlord’s reasonable efforts, fails to remedy such Construction Defect within such 30-day period, in which case Landlord shall have no further obligation with respect to such Construction Defect other than to cooperate, at no cost to Landlord, with Tenant should Tenant elect to pursue a claim against such contractor. Tenant shall be entitled to receive the benefit of all construction warranties and manufacturer’s equipment warranties relating to equipment installed in the Premises. If requested by Tenant, Landlord shall attempt to obtain extended warranties from manufacturers and suppliers of such equipment, but the cost of any such extended warranties shall be borne solely out of the TI Fund. Landlord shall promptly undertake and complete, or cause to be completed, all punch list items.
DOCUMENTS AND SAMPLES AT THE SITE 4.11.1 The Contractor shall maintain at the site for the State one record copy of all Drawings, Specifications, Addenda, Change Orders and other modifications, in good order and marked currently to record all changes made during construction, and approved Shop Drawings, Product Data and Samples. These shall be available to the Architect and the State for monthly review prior to approval of Contractor’s monthly application for payment. Prior to substantial completion of the Work, the Contractor shall ensure that one record copy of all Drawings, Specifications, Addenda, Change Orders and other Modifications, in good order and marked currently to record all changes made during construction, and approved Shop Drawings, Product Data and Samples are delivered to the Architect for the State and a duplicate copy shall be delivered to the State for the State’s use.
Follow-up Follow up initial solicitations of interest by contacting the SBEs to determine with certainty whether the enterprises are interested in performing specific items involved in work.
Title to the Property Borrower will warrant and defend the title to the Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.
Scope of the Project Under this Agreement, the scope of the Project (the “Scope of the Project”) shall mean and include:
(a) construction of the Project Highway on the Site set forth in Schedule- A and as specified in Schedule-B together with provision of Project Facilities as specified in Schedule-C, and in conformity with the Specifications and Standards set forth in Schedule-D;
(b) maintenance of the Project Highway in accordance with the provisions of this Agreement and in conformity with the requirements set forth in Schedule-E; and
(c) performance and fulfilment of all other obligations of the Contractor in accordance with the provisions of this Agreement and matters incidental thereto or necessary for the performance of any or all of the obligations of the Contractor under this Agreement.
Evidence of Title At the Closing, title to the Developer Parcel shall be marketable and insurable at standard rates by the Title Company pursuant to a full coverage owner 's title insurance policy on the most recent ALTA form then in effect issued by the Title Company (the "Title Policy") showing title to be free and clear of all liens except any existing special assessments, easements, agreements, rights-of-way, restriction and adverse claims as are acceptable to Developer in its sole discretion (the "Permitted Exceptions''). Any existing special assessments ( for future installments) on the City Parcel shall be prorated between the Developer Parcel and City Parcel with each party being responsible for its share of annual installments. Developer will at Developer's sole expense, obtain from the Title Company, within 30 days of the Effective Date, a commitment for a fee owner's title insurance policy (the "Commitment"). Developer shall notify City in writing ("Objection Notice") , not later than thirty (30) days of Developer's receipt of the Commitment (the "Objection Period"), of any title matters regarding the Developer Parcel set forth in the Commitment not acceptable to Developer ("Developer Parcel Defects"). If Developer fails to notify City in writing on or prior to the last day of the Objection Period, which in any event shall not be more than 60 days from the Effective Date, Developer waives it right to object and terminate the Agreement as result of Developer Parcel Defects. City shall, upon receipt of an Objection Notice, have the option of: (i) remedying or removing some or all of the Developer Parcel Defects prior to the Closing to Developer's satisfaction, provided that City shall be required to remedy or remove all mortgages, liens and encumbrances that may be removed or discharged by the payment of money ("Monetary Liens"); or (ii) leaving some or all of the Developer Parcel Defects as is. Within twenty (20) business days after the receipt of an Objection Notice, City shall give Developer written notice of its election of the foregoing options. If City fails to give such notice, the City shall be deemed to have agreed to remedy and/or remove all such Developer Parcel Defects. If City gives notice within such 20 business day period that it is unwilling or unable to remedy or remove one or more of the Developer Parcel Defects, then Developer shall have the option for a 20 day period after receipt of City's notice to give its written notice to the City to either (i) terminate this Agreement , in which event the Xxxxxxx Money shall be returned to Developer and each of Developer and City shall be released from their respective obligations under this Agreement , or (ii) be deemed t o have waived any Developer Parcel Defects that City is unwilling or unable to remedy or remove. I f City cannot or does not remove such Developer Parcel Defect(s) that it has agreed or is deemed to have agreed to remedy and/or remove on or before the date of the Closing ("Uncured Defects"), City shall be in default. In the event of such default, in addition to remedies available to Developer as set forth in Section 14 hereof, Developer may proceed with the Closing, in which event Developer shall waive such Uncured Defects, except for Monetary Liens (and such Uncured Defects shall be deemed Permitted Exceptions hereunder), provided, however, that Developer may require that any Monetary Liens be paid and discharged out of the proceeds of sale. I f City cures all Developer Parcel Defects prior to Closing Developer shall be deemed to have accepted title, except for any title defects that might arise between the date of the Commitment and the Closing Date. I f between the date of the Commitment and the Closing Date , it is determined that title to the Developer Parcel is encumbered by any lien, easement or other claim that was not present as of the date of the commitment , then Developer shall have the same rights to give notice to City objecting to such title matters and the parties shall follow the procedure set forth in this paragraph with respect to Developer Parcel Defects and Closing shall be delayed until the resolution of any such additional title matters pursuant to the foregoing. City expressly advises Developer that the Developer Parcel is subject to certain Environmental Covenants of record and a Declaration of Restrictions recorded June 20, 2013 as 2013-00043376 Xxxxxxxxxx County Records. Any conveyance from the City to Developer of the Developer Parcel shall be subject to the use limitations contained in the Sale/Purchase Contract between the City and Meijer Stores Limited Partnership and the same shall not be considered a Developer Parcel Defect (the "Meijer Covenants").
Weighing and Scaling Costs Purchaser agrees to pay for all weighing costs for logs delivered regardless if logs are purchased on a weight or scale basis. In addition, Purchaser agrees to pay for all scaling costs for logs delivered on a scale basis. Purchaser also agrees to pay for all costs associated with the transmission and reporting of scale or weight data.
Payment of the Purchase Price 4.2.1 At least three (3) Business Days prior to the Closing Date, Seller or Altor shall deliver to Buyers a statement that sets forth:
(a) its good faith and reasonable best estimates of:
(i) the Net Working Capital as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(i) attached hereto (the “Estimated Net Working Capital”); and
(ii) the Cash as of the Closing Date, as calculated and presented on Schedule 4.2.1(a)(ii) attached hereto (the “Estimated Cash”); and
(b) the allocation between the Altor Note and the SHB Note of the aggregate initial principal balance in the amount of USD 30 million less an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital is less than the Normalized Net Working Capital (the “Aggregate Initial Principal Balance”).
4.2.2 The cash purchase price to be paid by Buyers to Seller on Closing for the Transferred Shares (the “Cash Purchase Price”) shall be an amount in USD corresponding to the Preliminary Purchase Price
(a) less the sum of the Consideration Shares multiplied by the Applicable Ampco Stock Price; and
(b) less the Aggregate Initial Principal Balance of the Notes.
4.2.3 The amount to be repaid by Buyers to SHB on Closing as repayment on behalf of ÅAB of the outstanding principal, interest and other amounts due and owing with respect to the Existing Facilities (the “Bank Pay-Off Amount”) shall be an amount in USD corresponding to the Cash Amount
(a) plus an amount equal to the difference between the Estimated Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital exceeds the Normalized Net Working Capital provided that such amount shall not exceed SEK 20,000,000;
(b) plus the Estimated Cash;
(c) less the Unpaid Transaction Expenses;
(d) less the Cash Purchase Price;
(e) less the lower of (i) the R&W Insurance Premium and (ii) USD 300,000; and
(f) plus any other amounts to be paid by Buyers to Seller pursuant to this Agreement.
4.2.4 The Bank Pay-Off Amount and the Aggregate Initial Principal Balance are adjusted in accordance with the provisions of Clause 8.
4.2.5 Any amounts to be paid by Buyers to Seller after Closing pursuant to this Agreement shall be added to the Bank Pay-Off Amount and be paid to SHB as compensation for cancellation of bank debt.
4.2.6 On the Closing Date, the Cash Purchase Price shall be paid by Buyer to SHB and the Converting Note and the Notes shall be issued by Buyer to SHB, in each case as repayment of bank debt on behalf of Seller and for the benefit of US Buyer, and the Bank Pay-Off Amount shall be paid by Buyer to SHB as repayment of bank debt on behalf of ÅAB and for the benefit of US Buyer.
4.2.7 For purposes of determining the Bank Pay-Off Amount pursuant to Clause 4.2.3 amounts in other currencies shall be translated into USD at the Exchange Rates as at four (4) Business Days prior to the Closing Date.
