Closing Terms. This Section 20.06 sets forth and will govern the procedures, terms and conditions pursuant to which a Member selling its Membership Interest (the "Selling Member") will be transferred to a Member purchasing the Selling Member's Membership Interest (the "Purchasing Member") pursuant to Section 20.03.
Closing Terms. AND CONDITIONS The transaction shall be deemed to be effective only upon payment of the $75,000 as described in Payment terms and Conditions below. Closing will be deemed to have occurred upon receipt of this first payment.
Closing Terms. (a) If Riverwood provides a Specified Notice of Election to purchase any Specified Acreage pursuant to Section 6.5 and the related Specified Transfer Notice was accompanied by a definitive Contract that had been executed and delivered by Plum Creek and the applicable Specified Entity, Riverwood and Plum Creek shall close such purchase in substantial accordance with the material economic terms of such Contract, subject to Sections 6.5(c) and 6.6.
(b) If such Specified Transfer Notice was not so accompanied by such a definitive Contract, Riverwood and Plum Creek shall close such purchase of such Specified Acreage in substantial accordance with the material economic terms of the Transfer Offer, subject to Sections 6.5(c) and 6.6, and to the extent consistent therewith the following terms and conditions. The following terms and conditions shall also apply to the consummation of any purchase by Riverwood of any Notice Acreage pursuant to an exercise of any First Offer Right in respect thereof in accordance with Section 6.3, or of any Subject Property pursuant to an exercise of any Purchase Right in respect thereof in accordance with Section 6.4. Plum Creek shall, and cause any Former Affiliate to, comply with the following terms and conditions.
(i) Riverwood shall pay one-half, and Plum Creek (or the Former Affiliate, as applicable) shall pay one-half, of all real estate and other similar transfer taxes on the deed or deeds given by Plum Creek (or the Former Affiliate, as applicable). Riverwood shall pay the costs of recording all documents to be recorded and all costs of examining and insuring title. Each party shall pay its own attorney's fees. There shall be a proration of any applicable ad valorem taxes. Each party shall pay all other expenses of the transaction incurred by it, including all brokers' commissions.
(ii) Plum Creek (or the Former Affiliate, as applicable) shall convey the property to Riverwood by limited warranty deed, subject only to Permitted Exceptions (as defined below). In no event shall the property be subject to any deed to secure debt, or any mortgage, Lien or judgment, held by a person claiming by, through or under Plum Creek (or the Former Affiliate, as applicable). The obligation of Plum Creek (or the Former Affiliate, as applicable) to convey title to any property in accordance with this Section 6.7(b) shall not be affected by whether or not Riverwood examined title or gives any notice to Plum Creek with respect to title. If Riverw...
Closing Terms. If Tenant elects to exercise its option to purchase the Offered Interest in accordance the foregoing, then within ten (10) business days following the date of Tenant’s notice to Landlord evidencing such election, Tenant shall open an escrow with the escrow company and officer of Tenant’s choice. Tenant’s purchase of the Offered Interest shall be on the following terms and conditions, and the escrow holder shall be instructed as follows:
(a) The purchase price to be paid for the Offered Interest shall be paid in the manner provided for in the letter of intent.
(b) The close of escrow shall occur when the escrow holder has received all documents, taken all actions, and made all disbursements necessary to record a grant, bargain and sale deed of the Offered Interest to be given to Tenant, and such deed has been duly recorded. The close of escrow shall occur not later than one hundred twenty (120) days following the date of the opening thereof.
(c) The close of escrow shall be conditioned on the parties’ execution and delivery to the escrow holder of the purchase price, each party’s share of escrow and closing costs, and all documents which the escrow holder reasonably requests, and performance of all acts reasonably required by the escrow holder, and the parties hereby agree that they shall execute, deliver and perform, as necessary, each of the same.
(d) Tenant shall receive an ALTA extended coverage policy of title insurance in form and content reasonably satisfactory to Tenant from the title company to be named by Tenant at the time of the opening of escrow.
(e) Except as expressly provided to the contrary in the applicable letter of intent, costs and charges in connection with the escrow and the purchase shall be paid by Landlord, as seller, and Tenant, as purchaser, as follows:
(1) The escrow holder’s fees and charges shall be paid equally by Landlord and Tenant.
(2) The cost of a CLTA owner’s policy of title insurance in the amount of the purchase price shall be paid by Landlord. The additional cost of an ALTA extended coverage owner’s policy of title insurance shall be paid by Tenant.
(3) All real property transfer taxes and recording fees for the deed shall be paid by Landlord.
(4) All other closing costs shall be allocated in the manner that is customary in Xxxxx County for similar transactions, as reasonably determined by escrow holder.
(f) Tenant shall be entitled to designate a nominee to take title to the Offered Interest by giving written notice...
Closing Terms. Art. 52.
Closing Terms. (1) This Goods/Services Procurement Agreement is subject to and must be translated and interpreted in accordance with the provisions of the laws and regulations of the Republic of Indonesia.
(2) This Goods/Services Procurement Agreement may be signed in a number of separate copies, each when signed, is considered to be the original, and all signed copies are considered to be one and the same instrument. In the event that this Goods/Services Procurement Agreement is signed in a number of separate copies, this Agreement shall be deemed to be effective on the date on which the Party's last signature to this Agreement was affixed.
(3) The Parties agree that the performance of the Work is subject to the provisions of this Agreement, including but not limited to SSUP and the appendices to the Agreement, along with all amendments, additions and/or extensions thereof from time to time (if any). If there is any inconsistency between the provisions contained in the SSUP and the provisions in this Goods/Services Procurement Agreement, the provisions contained in this Goods/Services Procurement Agreement shall prevail.
Closing Terms. 10 Section 4.1 Closing & Effective Date 10 Section 4.2 Payment of Purchase Price 10 Section 4.3 Representations & Warranties 11 Section 4.4 Remedy for Failure of Seller to Convey Shares 12 ARTICLE 5 DISABILITY 12 Section 5.1 Optional Purchase on Disability 12 Section 5.2 Exercise of Option 12 Section 5.3 Defining Disability 13 ARTICLE 6 VOTING & GOVERNANCE 13 Section 6.1 Supermajority Voting Rights 13 Section 6.2 Deadlock 14 Section 6.3 Founders Rights 15 Section 6.4 Management of Major Chemical 15 ARTICLE 7 NON-COMPETE & CONFIDENTIALITY. 17 Section 7.1 Covenants 17 Section 7.2 Remedies 18 Section 7.3 Continuing Employment 19 ARTICLE 8 S STATUS 19 Section 8.1 Maintaining S Corporation Status 19 Section 8.2 Permissible Shareholders 20 ARTICLE 9 REMEDIES & ARBITRATION 20 Section 9.1 Specific Performance 20 Section 9.2 Expenses of Litigation 21 Section 9.3 Arbitration 21 Section 9.4 Governing Law 21 Section 9.5 Severability 21
Closing Terms. 33 19.6. MEMORANDA OF RIGHTS; TRANSFEREES TO ASSUME FIBER SUPPLY AGREEMENT . . . . . . . . . . . .33 19.7. RELEASES OF RIGHTS . . . . . . . . . .34 19.8. SURVIVAL . . . . . . . . . . . . . . .34
Closing Terms. 8.1 It is the intention of the Agency that the terms and conditions are made available to the Client by copy or are available on the website. It is the Client's responsibility to obtain and to have read and understood the terms and conditions of the Agency.
8.2 If any provision of this Agreement shall be found to be void, invalid or unenforceable, the remainder of this Agreement shall remain in full force.
8.3 No delay or failure on the part of the Agency to exercise or enforce any rights or remedies pursuant to the terms of this Agreement shall constitute a waiver of such rights or operate to prejudice the exercise of any such rights at any time thereafter.
8.4 By ordering the services of the Agency by telephone, email, fax or through website(s) the Client agrees that he/she has read, accepted and will be bound by these terms and conditions.
8.5 The above terms and conditions shall be governed by the relevant English and Welsh law, and by agreeing to be bound by them the Client agrees to submit to the exclusive jurisdiction of the relevant courts of the UK.
Closing Terms. 8.1 It is the intention of the Agency that the terms and conditions are made available to the Client by copy or are available on the website. It is the client's responsibility to obtain and to have read and understood the terms and conditions of the Agency.
8.2 If any provision of this Agreement shall be found to be void, invalid or unenforceable, the remainder of this Agreement shall remain in full force.
8.3 No delay or failure on the part of the Agency to exercise or enforce any rights or remedies pursuant to the terms of this Agreement shall constitute a waiver of such rights or operate to prejudice the exercise of any such rights at any time thereafter.
8.4 By ordering the services of the Agency by telephone, email, fax or through website(s) the customer agrees that he/ she has read, accepted and will be bound by these terms and conditions.
8.5 The above terms and conditions shall be governed by the relevant English and Welsh law, and by agreeing to be bound by them the Client agrees to submit to the exclusive jurisdiction of the relevant courts of the UK.
8.6 The Agency, The Cleaner and The Client all agree to confidentiality both for the terms of business and for any sensitive information or personal data will not be shared or revealed to outside parties unless required to be disclosed by law. The agency trade is of competitive nature its operation structures and business conduct will not be shared with outside parties nor used by the client to set up a similar enterprise and become a competitor.
8.7 We reserve the right to make any changes to any part of these terms and conditions giving prior notice for major changes.
8.8 The most recent terms related to this agreement are identified on the Agency's web site
