Buy/Sell Acceptance Sample Clauses

Buy/Sell Acceptance. From the date the Buy-Out Notice is given, the Receiving Partner shall have thirty (30) days in which to notify the Offering Partner in writing of the Receiving Partner's election to either purchase the Offering Partner's Interest at the offering Partner Value, or to sell its own Partnership Interest at the Receiving Partner Value. Failure of the Receiving Partner to give such a Notice of acceptance to the Offering Partner within such thirty (30) day period shall be deemed to be an acceptance of the Offering Partner's offer to purchase the Receiving Partner's Interest. Following the date of delivery of the Buy-Out Notice, the General Partner shall not enter into any contracts or other agreements or take or fail to take any other action which could materially and adversely affect the value of the Partnership's assets or materially increase or decrease the liabilities of the Partnership without the express written consent of the Limited Partner (unless the General Partner becomes the buying Partner under this Article). If the Receiving Partner determines to purchase the Offering Partner's Interest, the Receiving Partner shall have up to but not more than sixty (60) days from its receipt of the Buy-Out Notice (including any escrow period) within which Receiving Partner must purchase the Interest of the Offering Partner. If the Receiving Partner determines to sell its Partnership Interest, the Offering Partner may designate a closing of such sale at any time up to sixty (60) days after delivery of the Buy-Out Notice, at which time the offering Partner shall purchase the Receiving Partner's Interest at the Receiving Partner Value. If at or prior to the closing, either Partner discovers a liability or potential liability (other than third party tort claims) which was not disclosed or required to be disclosed pursuant to Paragraph 7.5.1 above ("Undisclosed Liability"), then (i) if the buying Partner so elects, the Partners shall proceed with the closing of the purchase and sale at the price established in the Buy-Out Notice; (ii) if the buying Partner does not elect to proceed under (i) above, upon agreement of the Partners, the closing of the purchase and sale shall proceed at a purchase price adjusted to reflect the Undisclosed Liability; or (iii) all actions previously taken and notices previously given pursuant to this Article shall be void and the buy-sell options set forth herein may only be exercised by either Partner again implementing the buy-sell proced...
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Related to Buy/Sell Acceptance

  • Order Acceptance Xxxxxxx’x acceptance of the Order and consequent agreement to the Contract by either: (a) delivering the Goods, Services, or Digital Services; or

  • Acceptance; Purchase Buyer shall accept the goods and pay an amount not-to-exceed

  • Final Acceptance All Work has been completed and accepted by the County. The Contractor has provided all required close-out documentation and items as required by the Detailed Scope of Work for the specific Job Order, and these items and have accepted and approved by the County

  • CONTRACT ACCEPTANCE By acceptance of this order, Xxxxxx agrees that the scope of the work required is understood by Xxxxxx; that there are no informal commitments by Buyer that in any way affect the work under this order; that there are no open or unresolved issues related to this order except as explicitly stated herein; and that Xxxxxx therefore understands and agrees that this order states the complete agreement of the parties. CAS requirements do not apply if the order does not exceed $650,000 or if the Seller claims an exemption per the Proposal Representation and Certification, or if certified cost or pricing data was not provided.

  • BID ACCEPTANCE PERIOD A bid shall constitute an irrevocable offer for a period of ninety (90) days from the bid opening date or until the date of award. In the event that an award is not made by the County within ninety (90) days from the bid opening date, the Bidder may withdraw their bid or provide a written extension of their bid.

  • Notice of Acceptance Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.

  • Deemed Acceptance You are required to accept the terms and conditions set forth in this Agreement prior to the first vest date in order for you to receive the Award granted to you hereunder. If you wish to decline this Award, you must reject this Agreement prior to the first vest date. For your benefit, if you have not rejected the Agreement prior to the first vest date, you will be deemed to have automatically accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be released to you in a timely manner and once released, you waive any right to assert that you have not accepted the terms hereof.

  • STATE ACCEPTANCE All insurance providers are subject to Agency acceptance. If requested by Agency, Grantee shall provide complete copies of insurance policies, endorsements, self-insurance documents and related insurance documents to Agency’s representatives responsible for verification of the insurance coverages required under this Exhibit C.

  • PRODUCT ACCEPTANCE Unless otherwise provided by mutual agreement of the Authorized User and the Contractor in the Authorized User Agreement, Authorized User(s) shall have sixty (60) days from the date of delivery to accept all Product. Where the Contractor is responsible for installation, acceptance shall be from completion of installation. Title or other property interest and risk of loss shall not pass from Contractor to the Authorized User until the Products have been accepted. Failure to provide notice of acceptance or rejection or a deficiency statement to the Contractor by the end of the period provided for under this clause constitutes acceptance by the Authorized User(s) as of the expiration of that period. The License Term shall be extended by the time periods allowed for trial use, testing and acceptance unless the Commissioner or Authorized User agrees to accept the Product at completion of trial use. Unless otherwise provided by mutual agreement of the Authorized User and the Contractor, Authorized User shall have the option to run testing on the Product prior to acceptance, such tests and data sets to be specified by User. Where using its own data or tests, Authorized User must have the tests or representative set of data available upon delivery. This demonstration will take the form of a documented installation test, capable of observation by the Authorized User, and shall be made part of the Contractor’s standard documentation. The test data shall remain accessible to the Authorized User after completion of the test. In the event that the documented installation test cannot be completed successfully within the specified acceptance period, and the Contractor or Product is responsible for the delay, Authorized User shall have the option to cancel the order in whole or in part, or to extend the testing period for an additional thirty

  • Card Acceptance When accepting a Card, Xxxxxxxx will follow the steps provided by Servicer for accepting Cards and will: (a) determine in good faith and to the best of its ability that the Card is valid on its face; (b) obtain Authorization from the Card Issuer to charge the Cardholder's account; (c) unless the Sales Draft is electronically generated or is the result of a mail, internet, phone or preauthorized order, (i) obtain an Imprint of the Card including embossed data from the merchant imprinter plate; and (ii) obtain the Cardholder's signature on the Sales Draft and compare that signature to the signature on the Card; (d) enter a description of the goods or services sold and the price thereof (including any applicable taxes); (e) deliver a true and completed copy of the Sales Draft to the Cardholder at the time the goods are delivered or services performed, or, if the Sales Draft is prepared by a point-of-sale terminal, at the time of the sale; (f) offer the Sales Draft to Servicer for purchase according to Servicer's procedures and the terms of this Agreement; and (g) make a Card Imprint, if the Transaction is not based upon a mail, internet, phone or pre-authorized order.

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