CERTAIN. TRANSACTIONS
CERTAIN. UNDERSTANDINGS
CERTAIN. Portion 3 of the farm FINKENSTEIN no. 526 SITUATED: In the Municipality of Windhoek REGISTRATION DIVISION "K", Khomas Region MEASURING: 43,0026 hectares HELD BY: Virtue of Deed of Transfer no. T6066/2007 as indicated on the general plan of development SG. No. K471
CERTAIN third parties derive rights and exemptions from liability because of the terms and conditions stated herein. All of Company’s rights, exemptions from liability, defenses and immunities under this Contract (including, but not limited to, those arising under this Section 6 or applicable law) inure to the benefit of Company’s employees and agents, together with the Vessel and the Vessel’s tenders, operators, managers, charterers, officers, staff, crewmembers, shipbuilders and manufacturers of all component parts. These third parties will have no liability to Passenger, either in contract or in tort, which is greater than or different from Company’s liability.
CERTAIN. DEFINITIONS For purposes of this Agreement, the following terms have the meanings indicated:
CERTAIN. DEFINITIONS For purposes of this Note, the following terms shall have the following meanings:
CERTAIN. REIMBURSEMENTS TO THE MASTER SERVICER. The Master Servicer shall be entitled to withhold from amounts otherwise required to be remitted to the Collection Account with respect to a Collection Period an amount in respect of funds deposited with respect to prior Collection Periods in the Collection Account but later determined by the Master Servicer to have resulted from mistaken deposits or postings or checks returned for insufficient funds; PROVIDED, THAT, such withholding may be made only following certification by the Master Servicer of such amounts and the provision of such information to the Indenture Trustee as may be necessary in the opinion of the Indenture Trustee to verify the accuracy of such certification.
CERTAIN. DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Accounting Term 8 ARTICLE 2. THE P&A TRANSACTION 8 2.1 Purchase and Sale of Assets 8 2.2 Assumption of Liabilities 9 2.3 Purchase Price 10 2.4 Assumption of XXX Account Deposits 10 ARTICLE 3. CLOSING PROCEDURES; ADJUSTMENTS 10 3.1 Closing 10 3.2 Payment at Closing 11 3.3 Adjustment of Purchase Price 11 3.4 Proration; Other Closing Date Adjustments 12 3.5 Seller Deliveries. At the Closing, Seller shall deliver to Purchaser: 12 3.6 Purchaser Deliveries. At the Closing, Purchaser shall deliver to Seller: 13 3.7 Real Property Filings 14 3.8 Allocation of Purchase Price 14 ARTICLE 4. TRANSITIONAL MATTERS 15 4.1 Transitional Arrangements 15 4.2 Customers 16 4.3 Direct Deposits 17 4.4 Direct Debits 17 4.5 Access to Records 18 4.6 Interest Reporting and Withholding 18 4.7 Negotiable Instruments 19 4.8 ATM/Debit Cards; POS Cards 19 4.9 Data Processing Conversion for the Office and Handling of Certain Items 19 4.10 Expenses Relating to Transitional Matters 21 ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF SELLER AND HOLDCO 21 5.1 Corporate Organization and Authority 21 5.2 No Conflicts 21 5.3 Approvals and Consents 22 5.4 Litigation and Undisclosed Liabilities 22 5.5 Regulatory Matters 22 5.6 Compliance with Laws 23 5.7 Records 23 5.8 Title to Assets 23 5.9 Deposits 23 5.10 Environmental Laws; Hazardous Substances. The Real Property: 24 5.11 Brokers’ Fees 24 5.12 Property 24 5.13 Absence of Certain Changes or Events 25 5.14 Available Funds 25 5.15 Post-Closing Condition 25 5.16 Limitations on Representations and Warranties 25
CERTAIN. SITUATED: Portion 1 of the farm FINKENSTEIN no. 526 In the Municipality of Windhoek REGISTRATION DIVISION "K", Khomas Region MEASURING: 2,2521 hectares HELD BY: Virtue of Deed of Transfer no. T6064/2007 ii. CERTAIN: Portion 2 of the farm FINKENSTEIN no. 526 SITUATED: In the Municipality of Windhoek REGISTRATION DIVISION "K", Khomas Region MEASURING: 2,5790 hectares HELD BY: Virtue of Deed of Transfer no. T4177/2008 iii. CERTAIN: Portion 3 of the farm FINKENSTEIN no. 526 SITUATED: In the Municipality of Windhoek REGISTRATION DIVISION "K", Khomas Region MEASURING: 43,0026 hectares HELD BY: Virtue of Deed of Transfer no. T6066/2007
CERTAIN provisions of this Agreement are intended for the benefit of, and will be enforceable by, the Investors. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:
