Conditions of Sale and Purchase Sample Clauses

Conditions of Sale and Purchase. (1) This Agreement shall be conditional upon the Parties receiving by July 31, 2003, and maintaining in effect the listed approvals: - the final non-appealable approvals of the National Energy Board of Canada, the US Department of Energy, the US Securities Exchange Commission, the Minnesota Public Utilities Commission, accreditation by the MXXX Reliability Council for the 500 MW of Accreditable Capacity purchased pursuant to this Agreement, the Lieutenant Governor in Council of Manitoba, the board of directors of MH and any other approvals required by law. (2) MH shall seek approval from the National Energy Board and the Lieutenant Governor in Council of Manitoba, the board of directors of MH and any other approvals required in Canadian law for this transaction. NSP shall seek approval from the US Department of Energy, the US Securities Exchange Commission, the Minnesota Public Utilities Commission, MXXX Reliability Council accreditation, and any other United States or Minnesota approvals required by law. (3) Both Parties shall use commercially reasonable efforts to secure these approvals, including providing reasonable assistance to the other Party, if requested. (4) Each Party shall notify the other Party as soon as practicable following the failure to obtain a required approval. (5) If any of the referenced approvals are denied, conditionally approved or revoked, the Parties shall negotiate in good faith to implement amendments to this Agreement that overcome the denial, or revocation or to satisfy the conditions imposed. In the event that any denials cannot be overcome or conditions cannot be satisfied through such good faith negotiations, this Agreement shall terminate as of the earlier of July 31, 2003 or written notice of one Party advising the other Party that the impediment cannot be reasonably solved. In the event that any of the above referenced approvals is obtained, but later revoked, this Agreement shall terminate as of the date of revocation. Section 7.02 NSP shall seek accreditation from MXXX for 500 MW of Accreditable Capacity purchased pursuant to this Agreement. If, after receiving accreditation, at any time during the Contract Term, MXXX accreditation of the Accreditable Capacity purchased pursuant to this Agreement is reduced below 500 MW, then MH and NSP’s obligations under this Agreement shall be reduced pro rata based on a percentage derived from the reduced accreditation divided by 500 MW. Said reduction of obligations shall be con...
Sample 1
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Conditions of Sale and Purchase. Immediately upon exercise of the Call Option, the sale and purchase of the Manager’s Interest shall take place on the following terms and conditions: (a) the consideration for the sale and purchase of the Manager’s Interest shall be determined in accordance with clause 8.4; (b) the sale and purchase shall be completed at or before 2:00 p.m. on the fifth Business Day after the consideration is determined and all statutory or Listing Rule requirements (if applicable) have been satisfied, exempted or waived; (c) at completion the Manager shall deliver or procure delivery of a deed of assignment of its right, title and interest in this Agreement prepared on customary terms by the Manager (acting reasonably) and approved by the Company, and signed by the Manager and the Company (acting reasonably); (d) at completion the Majority Shareholder shall: (i) deliver or procure delivery of the deed of assignment prepared by the Manager accepting the assignment of the Manager’s right, title and interest in this Agreement to the Majority Shareholder, and accepting the obligations under this Agreement that arise from events occurring after completion, signed by the Majority Shareholder; (ii) pay or procure payment of the consideration determined in accordance with clause 8.4; and (iii) deliver or procure delivery of evidence satisfactory to the Manager that all consents required for the sale and purchase of the Manager’s Interest have been obtained and remain in full force and effect and that any conditions of the consents have been satisfied; (e) time shall be of the essence in the performance by the Majority Shareholder, the Manager and the Group of their respective obligations under this clause 8.3; (f) except as set out in clause (h) below, the Manager has not made, and will not make, any representation or give any warranty as to the Manager’s Interest, or as to any other matter and no such warranty shall be implied. The provisions of any enactment or of general law are negatived or varied to the extent that they are inconsistent with the provisions of this clause to the maximum extent permissible by law; (g) upon payment to it of the consideration determined in accordance with clause 8.4, the Manager shall warrant and represent to the Majority Shareholder that immediately prior to transfer to the Majority Shareholder, the Manager’s Interest is the unencumbered property of the Manager and that the Manager’s Interest shall pass to the Majority Shareholder on completion...
Sample 1
Conditions of Sale and Purchase. Section 5.01 OTP is responsible for all and any applicable costs incurred in the U.S. including but not limited to transmission service charges, with the exception of: any XXXX assessed Schedule F transmission charges associated with energy scheduled from OTP to MH in accordance with Section 2.04; and any transmission losses associated with energy identified in Section 2.02 and Section 2.03, to the extent that these losses are not greater than those losses incurred by transporting the energy from MH directly to OTP. OTP is not responsible for transmission service costs in the Province of Manitoba. Section 5.02 MH is responsible for all costs incurred in Canada as a result of this Agreement, and any XXXX assessed Schedule F transmission charges associated with energy scheduled from OTP to MH in accordance with Section 2.04. MH is responsible for any transmission losses associated with this Agreement to the extent that these losses are not greater than those losses incurred by transporting the energy from MH directly to OTP. OTP is responsible for any transmission losses over and above this quantity. Section 5.03 In the event OTP fails to schedule the Minimum Monthly Energy during any month, and any such failure was not allowed in accordance with Sections 3.02 or 3.03 or MH's failure to perform in accordance with the terms of this Agreement, then OTP will pay MH an amount for each MWh of such deficiency as if the energy were delivered. Section 5.04 Except as provided within the terms of this agreement, energy transactions may not be curtailed by either Party for economic reasons.
Sample 1
Conditions of Sale and Purchase. All sales and purchases of Chronoflex RC pursuant to this Agreement will be subject to the terms of purchase of CTL set out in Schedule 3, except to the extent that: (a) any provision of those terms of purchase is inconsistent with any provision of this Agreement, in which event the latter will prevail; or (b) CTI and CTL agree in writing to vary those terms of purchase.
Sample 1
Conditions of Sale and Purchase. 10.1. All sales and purchases of the Product pursuant to this Agreement will be subject to the terms of sale agreed by CTL and CTI set out in Schedule 4, except to the extent that: (a) any provision of those terms of purchase is inconsistent with any provision of this Agreement, in which event the latter will prevail; or (b) CTL and CTI agree in writing to vary those terms of sale. 10.2. CTI hereby agrees not to make any modification to the Products without the prior written consent of CTL such consent not to be unreasonably withheld or delayed. *CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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Conditions of Sale and Purchase 
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Related to Conditions of Sale and Purchase

  • CONDITIONS OF SALE The sale is made by UNITED OVERSEAS BANK (MALAYSIA) BHD (hereinafter called “the Assignee/Bank”) in the exercise of the rights and powers conferred upon the Assignee/Bank in pursuance of the Loan Agreement Cum Assignment And Power of Attorney both dated the 28th day of April, 2011 executed by the Assignor/Borrower in favour of the Assignee/Bank and is made subject to all conditions and category of land use, expressed or implied or imposed upon or relating to or affecting the Property and subject to the terms and conditions contained herein.

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Sale and Purchase of the Assets 1.1 Acquired Assets Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey and deliver to Xxxxx and Xxxxx agrees to purchase and acquire from Seller the assets set forth below (the “Assets”) owned by Seller as of 7:00 a.m., Central Daylight Time, on the Closing Date set forth below: (a) All of Seller’s right, title and interest in all oil and gas leases, including but not limited to those described in Exhibit A-1 attached hereto (the “Leases”), covering the land and depths described in Exhibit A-1 (the “Land”), together with all the property and rights incident thereto, including without limitation Seller’s rights in, to and under all operating agreements, pooling, communitization and unitization agreements, farmout agreements, joint venture agreements, product purchase and sale contracts, transportation, processing, treatment or gathering agreements, leases, permits, rights-of-way, surface interests easements, licenses, options, declarations, orders, contracts, and instruments in any way relating to Seller’s interest in and in the vicinity of the Leases and Land; (b) All of Seller’s right, title and interest in and to the xxxxx situated on the Leases and Land or otherwise pooled, communitized or unitized therewith, including without limitation the xxxxx described in Exhibit A-1 attached hereto (all such xxxxx, the “Xxxxx”); (c) All of Seller’s overriding royalty interests, net profits interests, operating interests, reversionary interests and other interests or benefits or credits owned by Seller in and to the Land, the Leases or attributable to production therefrom; (d) All of the oil and gas and associated hydrocarbons (“Oil and Gas”) in and under or otherwise attributable to the Leases, Land or produced from the Xxxxx (subject to Buyer’s obligation to pay for marketable Oil and Gas in storage on the Leases as of the Closing Date as provided in Section 2.1); (e) All of Seller’s interests in and to all of the assets described in Exhibit A-2 (collectively, the “Equipment”), including, without limitation, producing and non-producing xxxxx, injection xxxxx, disposal xxxxx, well equipment, casing, tubing, tanks, generators, boilers, buildings, pumps, motors, machinery, pipelines, gathering systems, power lines, telephone and telegraph lines, field processing plants, field offices and other furnishings related thereto, equipment leases, trailers, inventory in storage, storage yards, and all other improvements or appurtenances thereunto belonging; and (f) All of the files, records, and data of Seller relating to the items described in subsections (A), (B), (C), (D), and (E) above (the “Records”), including, without limitation, lease records, well records, and division order records; well files; title records (including title opinions and title curative documents); contracts and contract files; correspondence; computer software and data files; geological, geophysical and seismic records, interpretations, data, maps and information; production records, electric logs, core data, pressure data, decline curves and graphical production curves; reserve reports; and accounting records, but excluding files and information relating to internal or external valuations of the Assets and privileged information.

  • Terms and Conditions of Sale This Price List supersedes all previous price lists.

  • PROCLAMATION OF SALE, CONDITIONS OF SALE AND MEMORANDUM OF SALE All contents in the Proclamation of Sale and this Conditions of Sale are to be read together and shall be part of the Memorandum of Sale.

  • Conditions of Purchase Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder shall be subject to the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are true on the Scheduled Sale Date; (c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.

  • Terms and Conditions of Sales Shares shall be offered for sale only in those jurisdictions where they have been properly registered or are exempt from registration or for which appropriate notice filings have been made, and only to those groups of people which the Board may from time to time determine to be eligible to purchase such shares.

  • Sale and Purchase Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

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