Confirmation Procedures. (a) If the BPY Units Amount or the Cash Amount to be delivered pursuant to Section 4 above is to be delivered in a name other than that in which the Class A Shares surrendered in exchange therefor are registered in the stock transfer books or ledger of the Company, the BPY Units Amount or the Cash Amount may be delivered to a Person other than the Person in whose name the Class A Shares so surrendered are registered in the stock transfer books or ledger of the Company only if such Class A Shares are properly endorsed and otherwise in proper form for surrender and transfer and the Person requesting such delivery has paid to BAM (or any agent designated by BAM) any transfer taxes reasonably expected to be required by reason of the payment of the BPY Units Amount or the Cash Amount to a Person other than the registered holder of such Class A Shares, or established to the reasonable satisfaction of BAM (or any agent designated by BAM) that such transfer taxes have been paid or are otherwise not payable. Upon satisfaction of the condition in the immediately preceding sentence, BAM shall instruct the Rights Agent in writing to deliver such BPY Units Amount or Cash Amount to such other Person. Unless the Rights Agent has received such written instruction from BAM pursuant to the immediately preceding sentence prior to the delivery by the Rights Agent of the BPY Units Amount or Cash Amount with respect to such Class A Shares, the Rights Agent shall have no duty or obligation under this Section 6(a) and shall deliver or cause to be delivered the BPY Units Amount or Cash Amount to the party designated in the Company Notice without further inquiry.
(b) All Subject Class A Shares shall be delivered to the Rights Agent free and clear of all liens, claims and encumbrances whatsoever, and should any such liens, claims and encumbrances exist or arise with respect to such Subject Class A Shares, the Exchanging Class A Shareholder shall not be entitled to exercise its Secondary Exchange Rights with respect to such Subject Class A Shares. Each Exchanging Class A Shareholder will pay to BAM the amount of any tax withholding due upon the exchange of Subject Class A Shares pursuant to this Agreement and, in the event BAM elects to acquire some or all of the Subject Class A Shares from the Exchanging Class A Shareholder in exchange for the Cash Amount in accordance with Section 4(b), will authorize BAM to retain such portion of the Cash Amount as BAM reasonably determines is nec...
Confirmation Procedures. Upon receipt thereof, Party B shall examine the terms of each Confirmation sent by Party A, and unless Party B objects to the terms within three New York business days after receipt of that Confirmation, those terms shall be deemed accepted and correct absent manifest error, in which case that Confirmation will be sufficient to form a binding supplement to this Agreement notwithstanding Section 8(e)(ii) of this Agreement.
Confirmation Procedures. Each party acknowledges and agrees that the Confirmation executed as of the date hereof and designated as Reference No. 500085004881 shall be the only Transaction governed by this Agreement (it being understood that, in the event such Confirmation shall be amended (in any respect), such amendment shall not constitute (for purposes of this paragraph) a separate Transaction or a separate Confirmation). Party A and Party B shall not enter into any additional Confirmations or Transactions hereunder.
Confirmation Procedures. In relation to Confirmations, unless either Party objects to the terms contained in any Confirmation within three (3) Business Days of receipt thereof, or such shorter time as may be appropriate given the Value Date of the FX Transaction, the terms of such Confirmation shall be deemed correct and accepted absent manifest error, unless a corrected Confirmation is sent by a Party within such three Business Days, or shorter period, as appropriate, in which case the Party receiving such corrected Confirmation shall have three (3) Business Days, or shorter period, as appropriate, after receipt thereof to object to the terms contained in such corrected Confirmation. In the event of any conflict between the terms of a Confirmation and this Master Agreement, the terms of this Master Agreement shall prevail and the Confirmation shall not modify the terms of this Master Agreement.
Confirmation Procedures. Except as otherwise expressly provided in a Confirmation with respect to a Transaction, for each Transaction that Party A and Party B enter hereunder, Party A shall promptly send to Party B a Confirmation setting forth the terms of such Transaction. Party B shall promptly execute and return the Confirmation to Party A or request correction of any error. Failure of Party B to respond within such period shall not affect the validity or enforceability of such Transaction and shall be deemed to be an affirmation and acceptance of such terms.
Confirmation Procedures. Each confirming document, acknowledgment or other evidence intended by the parties to be effective for the purpose of confirming or evidencing a Transaction, whether created by delivery or exchange of written terms that match, or by making available written terms in a manner that permits the recipient to review and/or accept the terms, or by delivery to an agent or service provider, or via electronic messaging system, electronic communication network, or web-based platform that confirms the matching of such terms, shall constitute a “Confirmation” as referred to in this Agreement, provided that both parties agree in writing or by their course of conduct to use such method with respect to Transactions or certain types of Transactions. Confirmations for Transactions are due under Rule 23.501 of the Commodity Futures Trading Commission (“CFTC”) within the applicable time frame specified in such rule, to the extent applicable.
Confirmation Procedures. On or promptly following the Trade Date of a Transaction, Party A will send in writing to Party B by facsimile and email a Confirmation. Party B agrees to respond to such Confirmation within three (3) Local Business Days after receipt of that Confirmation, either by confirming agreement thereto or requesting a correction of any error(s) contained therein. Failure by Party B to respond within such period shall not affect the validity or enforceability of such Transaction.
Confirmation Procedures. Each confirming document, acknowledgment or other evidence intended by the parties to be effective for the purpose of confirming or evidencing a Transaction, whether created by delivery or exchange of written terms that match, or by making available written terms in a manner that permits the recipient to review and/or accept the terms, or by delivery to an agent or service provider, or via electronic messaging system, electronic communication network, or web-based platform that confirms the matching of such terms, shall constitute a “Confirmation” as referred to in this Agreement, provided that both parties agree in writing or by their course of conduct to use such method with respect to Transactions or certain types of Transactions. The parties expect to execute and deliver Confirmations for Transactions within the timeframes specified in CFTC Rule 23.501, to the extent applicable. Failure of the parties to confirm a Transaction within such timeframes, however, shall not be a basis for voiding or rescinding such Transaction and shall not affect the validity or enforceability of such Transaction.
Confirmation Procedures. If Macquarie desires to accept any such offer, then Macquarie shall endeavor to promptly communicate its formal acceptance of such offer to Fuels or LW and to the potential Product Supplier so that Macquarie may establish a binding agreement between Macquarie and such potential Product Supplier. If a binding agreement is so established to Macquarie’s satisfaction, then Macquarie shall seek to finalize and confirm such Included Product Purchase Transaction using its ordinary documentation and confirmation procedures. In the event the pricing terms agreed to by Macquarie differ from those negotiated by Fuels or LW and offered to Macquarie, Macquarie shall utilize the price negotiated by Macquarie and offered to Macquarie for purposes of calculating the Aggregate Product Purchase Proceeds for purposes of computing the Monthly Product Purchase Adjustment. If Macquarie enters into an Included Product Purchase Transaction it shall promptly confirm this to Fuels or LW by sending to Fuels or LW an email confirmation notifying Fuels or LW that a transaction has been executed on the basis of the relevant trade ticket. In addition, if the relevant Customer has consented to Macquarie sharing copies of the agreement underlying the Included Product Purchase Transaction with Fuels or LW, then Macquarie shall provide a copy thereof to Fuels or LW.
Confirmation Procedures. For each Transaction that Party A and Party B enter into hereunder, Party A shall promptly send to Party B a Confirmation in the form of Exhibit A hereto setting forth the terms of such Transaction. Party B shall execute and return the Confirmation to Party A or request correction of any error within five Business Days of receipt. Failure of Party B to respond within such period shall not affect the validity or enforceability of such Transaction and shall be deemed to be an affirmation and acceptance of such terms. The parties executing this Schedule have executed the Master Agreement and have agreed as to the contents of this Schedule. By: Title: The Board of Regents of Higher Education for the State of Montana By: Title: Accepted and Approved: Montana State University By: Title: The Board of Regents of Higher Education for the State of Montana 0000 Xxxxxxxx Xxxxxx, Xxxxxxx 00000 The University of Montana Office of the Vice President for Administration and Finance Xxxxxxxxxx Xxxx, Xxxx 000 Xxxxxxxx, Xxxxxxx 00000 [Date] Ladies and Gentlemen: The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Master Agreement specified below. The definitions and provisions contained in the 1992 ISDA U.S. Municipal Counterparty Definitions (as published by the International Swaps and Derivatives Association, Inc.) (the “Definitions”), are incorporated into this Confirmation. In the event of any inconsistency between those Definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject to the Master Agreement dated as of , 2005 (the “Agreement”) between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.
2. The terms of the particular Transaction to which this Confirmation relates are as follows:— Party A: Party B: [Notional Amount:] Trade Date: Effective Date: Termination Date: FIXED AMOUNTS: [Fixed Rate Payer Currency Amount:] Fixed Rate Payer Payment Dates [or, Period End Dates, if Delayed Payment or Early Payment applies]: [ ], subject to adjustment in accordance with the [Following/Modified Payment or [Following/Preceding] Business convention, with respect to a Banking Day and a Day [with No Adjustment of Period End Dates] Banking [Fixed Amount:] Fi...
