Buy-Sell Arrangement Sample Clauses

Buy-Sell Arrangement. (a) At any time after the first anniversary of the date hereof, but only for so long as both a Governance Termination Event and a Principal Termination Event have not occurred, if either group believes, in its good faith judgment that a bona fide dispute exists between the Groups, then such Group (the "Initiating Group"), by written notice (the "Notice") to the other Group (the "Other Group"), may initiate a buy-sell option (the "Option") subject to the terms and conditions set forth below. (b) The Initiating Group may initiate the Option only if the holders of at least 75% of its Specified Shares approve such initiation. All other actions taken with respect to the Option by a Group shall require the approval of the holders of at least a majority of its Specified Shares. (c) The Notice shall specify a price per share (or other security) for all of the Specified Shares owned by the Other Group. The Other Group shall have the irrevocable Option to elect either (i) to sell (the "Sale Option") to the Initiating Group (or its designee) all of the Specified Shares owned by the Other Group at the date of receipt of the Notice (the "Receipt Date") at the price per share (or other security) set forth in the Notice or (ii) to purchase (the "Purchase Option") all of the Specified Shares owned by the Initiating Group on the Receipt Date at the price per share (or other security) set forth in the Notice. Such election, which shall be irrevocable, shall be made by written notice from the Other Group to the Initiating Group within 15 days of the Receipt Date, provided however if the Other Group fails to duly make an election in this time period, it shall conclusively be deemed to have elected the Sale Option. (d) The closing (the "Closing") of the purchase and sale under the Sale Option or the Purchase Option shall take place at the offices of the Company on a date specified in writing on at least 5 business days' notice by the Group purchasing the Specified Shares (the "Buying Group") to the Group selling its Specified Shares (the "Selling Group"), but in any event within 45 days of the Receipt Date (subject to adjournment if and to the extent necessary to obtain any necessary governmental approvals or to satisfy any legal waiting periods). The purchase price shall be payable by the Buying Group (or its designee) to the Selling Group in U.S. dollars in cash or immediately available funds at the Closing. At the Closing, the Selling Group shall transfer its Specified Shar...
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Buy-Sell Arrangement. 1. Is there a written buy-sell agreement? o Yes o No 2. Are all other parties to agreement already covered by or applying for comparable amounts of insurance? o Yes o No If No, explain : b. o Key Person 1. Are all other key persons covered by or applying for comparable amounts of insurance? o Yes o No 2. Why is the Proposed Insured considered “key”? (Detail special skills/knowledge/ability.) o
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Buy-Sell Arrangement. 1. Utility will purchase power from qualifying small power production or cogeneration facilties at a rate which reflects the cost which Utility can avoid as a result of obtaining the power. 2. Utility will sell power to qualifying small power production or cogeneration facilities based on filed Rate Schedules applicable to comparable customers without generation. 3. Utility offers two metering options to QF's. a. Netting Generation and Load - Metering Option I 1. The QF can choose to have the metering arranged so that Utility purchases the (Continued) -------------------------------------------------------------------------------- Issued: 3/20/81 Issued By: Effective: 3/20/81 Xxx X. Xxxxxxx President Advice No.: 176-E -------------------------------------------------------------------------------- EXHIBIT K - 2 of 7 SIERRA PACIFIC POWER COMPANY 000 X. Xxxxx Xxxx, Reno, Nevada 4th Revised P.S.C.N. Sheet No. 48 Tariff No. Electric No. Cancelling 3rd Revised P.S.C.N. Sheet No. 48 -------------------------------------------------------------------------------- COGENERATORS AND SMALL POWER PRODUCERS (QF'S) (Continued) a. Netting Generation and Load - Metering Option I (continued) 1. (Continued) net energy which the QF does not use, and so that Utility sells the net energy which the QF does not generate. 2. When the QF's generation output is greater than his load, Utility will purchase the excess energy which the QF does not use. The purchase meters will register only the energy which is supplied from the QF's system to Utility's system. 3. When the QF's generation output is less than his load, Utility will charge the QF only for the power requirements which are not supplied by the QF's generation. The billing meters will register only the power requirements which are supplied from Utility's system to the QF's system. 4. Neither the purchase meters nor the billing meters will be allowed to reverse rotation. 5. If the applicable rate schedule requires demand metering the demand meter will register only the demand which is supplied from Utility's system to the QF's system. This demand meter will be used to determine the billing demand and the applicable rate schedule.
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Buy-Sell Arrangement. 1. Is there a written buy-sell agreement? o Yes o No 2. Are all other parties to agreement already covered by or applying for comparable amounts of insurance? o Yes o No o
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Buy-Sell Arrangement. 5.1 In the event the event that the Company fails to meet 60% of its 2010 Business Plan Revenue Projections, Dresnick shall have the right to Buy-Out all other Shareholders (“Other Shareholders”). Price for the purchase of such shares shall be calculated using EBITDA for the year 2010 times 3. Each Shareholder other than Dresnick shall get his proportionate share of the amount calculated. 5.2 In the event Dresnick fails for whatever reason to fund at the level required in the attached business plan then the Other Shareholders shall have the right to purchase Dresnick’s shares. The price for the purchase of such shares shall be calculated using EBITDA for the 12 months preceding times 4.
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Buy-Sell Arrangement. Either Member shall be entitled to initiate the FIRPTA Buy / Sell (A) from and after the FIRPTA Event Buy / Sell Exercise Date by initiating the FIRPTA Event Buy / Sell Procedures if such Member is entitled to initiate the FIRPTA Event Buy / Sell Procedures pursuant to Section 6.10(b)(B)(ii)(2) of this Agreement or (B) by initiating the FIRPTA Event Buy / Sell Procedures at any time from and after the FIRPTA Event Buy / Sell Exercise Date so long as (i) the Major Dispute Project Sale Right set forth in Article 13 of this Agreement (subject to the terms, provisions and conditions thereof) has not then been exercised by BH MP and (ii) neither Member has then initiated the FIRPTA Buy / Sell and the FIRPTA Event Buy / Sell Procedures in accordance with Section 8.2(A) of this Agreement.
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Buy-Sell Arrangement 
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Related to Buy-Sell Arrangement

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Additional Arrangements The UVMP in Košice can offer to students, within its own accommodation capacities, an accommodation in its own facilities for the respective academic year. The accommodation fee and conditions of providing the accommodation are in full competence of the UVMP.

  • Transitional Arrangements 1. Subject to the provisions of paragraphs 2, 3 and 4, no Member shall be obliged to apply the provisions of this Agreement before the expiry of a general period of one year following the date of entry into force of the WTO Agreement. 2. A developing country Member is entitled to delay for a further period of four years the date of application, as defined in paragraph 1, of the provisions of this Agreement other than Articles 3, 4 and 5. 3. Any other Member which is in the process of transformation from a centrally-planned into a market, free-enterprise economy and which is undertaking structural reform of its intellectual property system and facing special problems in the preparation and implementation of intellectual property laws and regulations, may also benefit from a period of delay as foreseen in paragraph 2. 4. To the extent that a developing country Member is obliged by this Agreement to extend product patent protection to areas of technology not so protectable in its territory on the general date of application of this Agreement for that Member, as defined in paragraph 2, it may delay the application of the provisions on product patents of Section 5 of Part II to such areas of technology for an additional period of five years. 5. A Member availing itself of a transitional period under paragraphs 1, 2, 3 or 4 shall ensure that any changes in its laws, regulations and practice made during that period do not result in a lesser degree of consistency with the provisions of this Agreement.

  • Special Arrangements No Taxation Authority is operating any special arrangement (being an arrangement which is not based on relevant legislation or any published practice) in relation to the affairs of any Group Company.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Institutional Arrangements 1. The AIA Council, as established by the AEM under the AIA Agreement, shall be responsible for the implementation of this Agreement. 2. The ASEAN Coordinating Committee on Investment (CCI) as established by the AIA Council and comprising senior officials responsible for investment and other senior officials from relevant government agencies, shall assist the AIA Council in the performance of its functions. The CCI shall report to the AIA Council through the Senior Economic Officials Meeting (SEOM). The ASEAN Secretariat shall be the secretariat for the AIA Council and the CCI. 3. The functions of the AIA Council shall be to: (a) provide policy guidance on global and regional investment matters concerning promotion, facilitation, protection, and liberalisation; (b) oversee, coordinate and review the implementation of this Agreement; (c) update the AEM on the implementation and operation of this Agreement; (d) consider and recommend to the AEM any amendments to this Agreement; (e) Update and endorse the Reservation Lists of this Agreement; (f) facilitate the avoidance and settlement of disputes arising from this Agreement; (g) supervise and coordinate the work of the CCI; (h) adopt any necessary decisions; and (i) carry out any other functions as the AEM may agree.

  • SUPPLEMENTAL ARRANGEMENTS The Sub-Advisor may enter into arrangements with other persons affiliated with the Sub-Advisor or with unaffiliated third parties to better enable the Sub-Advisor to fulfill its obligations under this Agreement for the provision of certain personnel and facilities to the Sub- Advisor, subject to written notification to and approval of the Manager and, where required by applicable law, the Board of Directors of the Fund.

  • Financial Arrangements The Commonwealth will provide an estimated total financial contribution to the States of up to $9.5 billion (GST exclusive) in respect of this Agreement, as set out in Part 5 – Financial Arrangements.

  • Escrow Arrangements The Parties shall take all action required to cause the Escrow Agent to hold all funds deposited with or held by the Escrow Agent pursuant to the Escrow Agreement, including the Escrow Deposit and any interest or earnings accrued thereon (the "Escrow Funds"), until such time as they are to be released to the parties in accordance with this Section 3.4. The fees and expenses of the Escrow Agent shall be borne equally by the Sellers on the one hand and Buyer on the other hand. The Parties shall promptly execute and deliver such instructions and other documents and take all other action as may be required to cause the Escrow Agent to release the Escrow Funds to the Parties as follows: (a) Except as set forth in Section 3.4(d), within one Business Day after the earlier of (i) the date upon which a binding settlement or compromise of the Subject Litigation has been reached, which settlement or compromise provides for an unconditional release of the Company or any successor in interest identified by Buyer to Sellers (whether by merger, consolidation or otherwise) from any liability or obligation arising with respect to the Subject Litigation or (ii) the date upon which a final judgment of a court of competent jurisdiction has been entered to the effect that the Company or any such successor in interest is not subject to liability in respect of the Subject Litigation, the Escrow Agent shall release to the Sellers (to such account or accounts as shall be designated by the Seller Representative) an amount equal to $7,000,000, plus one half of all interest or earnings included in the Escrow Funds (or, if less, the total amount of remaining Escrow Funds not previously released in accordance with this Section 3.4) (the "Litigation Escrow Amount"); (b) Within one Business Day after the date upon which (A) Buyer, the Company or any such successor in interest to the Company pays or becomes unconditionally obligated to pay (whether as a result of any final judgment or arbitral award or as a result of any settlement to which the Sellers have granted their consent in accordance with Section 12.3) any Losses for which it is entitled to receive indemnification from Sellers under Section 12.1 arising from a Third Party Claim, including in respect of the Subject Litigation, or (B) Sellers become unconditionally obligated to pay to Buyer (whether by agreement of the Parties or as a result of an arbitral award entered in favor of Buyer) any Losses for which Buyer is entitled to receive indemnification from Sellers under Section 12.1 arising from a Claim other than a Third Party Claim, the Escrow Agent shall release to the Buyer (to such account or accounts as shall be designated by the Buyer) an amount equal to such Losses; and (c) Except as set forth in Section 3.4(d), immediately upon the second anniversary of the Closing Date, the Escrow Agent shall release to the Sellers (to such account or accounts as shall be designated by the Seller Representative) all remaining Escrow Funds, other than the Litigation Escrow Amount (which may only be released in accordance with the terms of Section 3.4(a) above). (d) Notwithstanding Sections 3.4(a) and (c) above, the parties shall not be required to take action to cause the Escrow Agent to release Escrowed Funds to the Sellers in accordance with such provisions if Buyer shall have asserted good faith claims for indemnity under Section 12.1 which have not been finally resolved (the "Pending Claims"), to the extent that, after the release of such funds by the Escrow Agent as contemplated by Sections 3.4(a) or (c), the remaining Escrowed Funds held by the Escrow Agent would be insufficient to pay the amount necessary to cover Sellers' indemnification obligations in respect of such Pending Claims. (e) If, in order to secure the release of any Escrowed Funds in accordance with this Section 3.4, it is necessary for Buyer on the one hand or Sellers on the other hand to commence arbitration proceedings in accordance with Section 14.9, the arbitrator may, if it determines that the other party or parties (the "Nonconsenting Party") failed or refused to take action to release all or part of the Escrowed Funds to the other party (the "Other Party") as required by this Agreement and did not have a good faith basis for such failure or refusal, order the Nonconsenting Party to pay to the Other Party an amount equal to the interest that would have accrued on the portion of the Escrowed Funds that would have been released but for the failure or refusal on the part of the Nonconsenting Party, at a rate at 10% per annum, for each day from and after the commencement of such failure or refusal until the date upon which applicable portion of the Escrowed Funds was actually released to the Other Party.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

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