Election and Point of Delivery Sample Clauses

Election and Point of Delivery. At any time prior to the end of the Opera- tional Period of the Zone B Facilities, and upon not less than 180 days’ advance written notice to Kennecott, JVWCD may elect to deliver Deep Well Concentrates up to a maxi- mum amount of 1,000 acre feet per calendar year determined on a rolling average basis (as described in Section 8.2.c.iii), to Kennecott at the East Cyclone Station designated on Appendix 7, in which event Kennecott shall (subject to the other terms of this Project Agreement) take and dispose of such concentrates for the remainder of the Operational Period for the Zone B Facilities, or such shorter period of time if JVWCD otherwise elects to terminate Deep Well Concentrate deliveries to Kennecott. If JVWCD elects to deliver Deep Well Concentrates to Kennecott under this Section 8.2, JVWCD shall bear the risk and cost of constructing, operating, maintaining and replacing one or more pipe- lines to transport such concentrates to the delivery point and the connection at the deliv- ery point. JVWCD also shall bear all costs to deliver such concentrates to the delivery point and all treatment costs required to satisfy the parameters described in Appendix 5, as such parameters may change from time to time (which treatment costs are in addition to JVWCD’s funding obligation under Section 8.6). The connection shall be designed to avoid interference with Kennecott’s current or planned future operations. Kennecott shall have the right to approve the design of the connection and the pipelines located within or adjacent to Kennecott’s operations in advance of construction, which approval shall not be unreasonably withheld. The schedule for construction of the pipelines and connection into the Tailings Impoundment shall be established after consultation with Kennecott, with the timing of the connection being subject to Kennecott’s approval, which approval shall not be unreasonably withheld. In no event shall the construction of the pipelines or connection disrupt Kennecott’s operations.
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Related to Election and Point of Delivery

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

  • Closing Deliveries of Buyer At Closing, unless otherwise waived by Seller, Buyer will deliver to Seller the following: (a) A duly executed counterpart of the Escrow Agreement; (b) Evidence to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreement, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) of Buyer, authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyer; and (j) An executed copy of the Promissory Note; (k) An executed copy of a security agreement by the Buyer in favor of the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”); and (l) An executed copy of the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably request.

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub jointly and severally represent and warrant to the Company as follows:

  • Representations and Warranties of Price Services Price Services represents and warrants to the Fund that: 1. It is a corporation duly organized and existing and in good standing under the laws of Maryland; 2. It is empowered under applicable laws and by its charter and by-laws to enter into and perform this Agreement; 3. All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; 4. It is registered with the Securities and Exchange Commission as a Transfer Agent pursuant to Section 17A of the ‘34 Act; and 5. It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

  • Closing and Closing Deliveries 27 8.1 Closing...............................................................................27 8.2

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • Deliveries of Buyer At or prior to the Closing, BUYER shall deliver to SELLER: (a) that portion of the Price required to be paid at Closing pursuant to Section 1.4.3, and payments for the inventories, raw materials, and Other Office Assets pursuant to Sections 1.4.3 and 4.5; (b) a certificate executed by an authorized officer of SUB, on behalf of SUB, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (c) a certificate executed by an authorized officer of PARENT, on behalf of PARENT, to the effect that the matters set forth in Section 6.1 are true and correct and the conditions set forth therein have been satisfied as of the Closing Date; (d) a certificate executed by the secretary of SUB, dated as of the Closing Date, certifying that all requisite corporate actions of SUB to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by SUB of the transactions contemplated by this Agreement, have been taken; (e) a certificate executed by an authorized officer of PARENT, dated as of the Closing Date, certifying that all requisite corporate actions of PARENT to authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by PARENT of the transactions contemplated by this Agreement, have been taken; (f) an agreement for assumption of the Assumed Liabilities by SUB containing provisions that are usual and customary for assuming the liabilities involved, executed by SUB; (g) the License Agreement, executed by SUB; (h) the Sublease Agreement, executed by SUB; (i) the Patent Purchase Agreement executed by PARENT; and (j) a supply agreement executed by PARENT and SUB substantially in the form attached hereto as Appendix G, pursuant to which PARENT and SUB agree to supply SELLER with QS-21 Adjuvant on the terms set forth therein (the "Supply Agreement").

  • Receipt of Closing Deliveries The Company shall have received each of the agreements, instruments, certificates and other documents set forth in Section 1.2(a).

  • CLOSING AND POSSESSION This Contract shall be closed on or before January 19, 2024, or at such other time as may be mutually agreed in writing. Possession is subject to the right of any tenants in possession. The parties agree that possession of said property is to be delivered to Buyer on or before January 19, 2024. Seller will X or will not , subject to tenant in possession rights, agree to allow Buyer the right, following fall harvesting, to enter the farm property for the purpose of performing land husbandry, customary tillage, application of fertilizer and lime, soil conservation practices and soil testing.

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