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From Seller Sample Clauses

From Seller. No contract shall exist except as provided in this document, as this document is a complete and exclusive statement of the terms and conditions of the sale.
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From Seller. Merchandise returned “must be” New and Unused condition and in the original box. Merchandise returned is subject to a 35% restocking fee.
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From Seller. Subject to the conditions contained in this Agreement, Seller shall deliver or cause to be delivered to Purchaser at the Closing the following documents, duly executed by Seller where necessary to make them effective: (i) an officer’s certificate stating that the preconditions specified in Section 4.2 have been satisfied or waived; (ii) copies of all third party consents contemplated by Sections 4.2(b) and 4.2(c); (iii) such instruments of sale, transfer, assignment, conveyance and delivery (including all vehicle titles) as are required in order to transfer title to the Purchased Assets to Purchaser; (iv) assignments of the Contracts and Assigned Leases; (v) certified copies of the resolutions duly adopted by the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, and the consummation of all other transactions contemplated by this Agreement; and
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From Seller a. Available Maximum Capacity: instantaneous limit for available energy, represents max level the Facility can produce under present conditions, resource and equipment availability. This is used as upper limit for Company Dispatch. b. Maximum Dispatchable Ramp Rate: Controlled ramp rate available for controlled changes in output. c. Minimum sustained limit: Minimum output level the facility can be reduced to continuously without delay (used as lower limit for Company Dispatch). d. If project has capability for isochronous control: i. Frequency Response Mode (DROOP, isochronous) Company will receive and send Set-Point and related data through the communications interface in accordance with Company standards. The data points covered under this Agreement, as described below, may overlap with data requirements described elsewhere. The following data points will be transmitted via SCADA from Seller to Company and represent Facility level data [Note: May be modified based on Facility requirements]: Set-Point (echo) MW Net Real Power Output XX Xxxxx Real Power Output MW Available Maximum Capacity MW Minimum Sustained Limit (ECOMN) MW Minimum Transient Limit (LFCMN) MW Maximum Dispatchable Ramp Rate MW/min Active Power Control Interface Status Remote/Local Gross Reactive Power Output MVAR Voltage kV Minimum Sustained Limit (ECOMN) MVars [For facilities with alternate modes of frequency response] Indication of Frequency Response Mode Droop/ ISOCH The following protocols outline the expectations for responding to the Set-Point. Frequency of Changes. Company may send a new Set-Point to the Facility at up to the Company control system, control cycle (presently 4 seconds). Range of Set-Point. The range of set point values can be between Minimum Sustained Limit and 100% of Available Maximum Capacity.
Sample 1
From Seller. A certified copy of the Seller's Articles ----------- of Incorporation and Bylaws, a Certificate of Good Standing from the State of California, a Certificate of Incumbency listing all officers and directors of the Seller, and certified corporate resolutions authorizing the Seller to enter into this Agreement and the Seller Transaction Documents and to carry out and perform the terms and provisions of this Agreement and the transactions contemplated hereby.
Sample 1
From Seller. (i) Special Warranty Deed, duly executed by Seller in recordable form, conveying to Buyer good and marketable fee title to the Seller Real Property, subject only to the Seller Permitted Encumbrances; (ii) A General Xxxx of Sale and Assignment, duly executed by Seller, conveying to Buyer good title to all tangible assets which are a part of the Seller Assets and all Seller's right, title and interest in and to all intangible assets which are a part of the Seller Assets, free and clear of all liabilities, claims, liens, security interests and restrictions other than the Assumed Liabilities; (iii) An Assignment of Contracts, duly executed by Seller, conveying to Buyer Seller's interest in the Contracts; (iv) An Owner Policy of Title Insurance covering the Seller Real Property as described in and provided by Section 9.9 hereof; (v) Copy of resolutions duly adopted by the board of directors of Seller authorizing and approving the performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of Closing, by the appropriate officers of Seller; (vi) Certificate of the Chairman of the Board of Seller certifying that each covenant and agreement of Seller to be performed prior to or as of Closing pursuant to this Agreement has been performed in all material respects; (vii) Certificate of incumbency for the officers or directors of Seller executing this Agreement or making certifications for Closing dated as of Closing; (viii) Certificate of existence and good standing of Seller from the state in which it is incorporated, dated the most recent practical date prior to Closing; (ix) The opinion of Seller's counsel as described in and provided by Section 9.2 hereof; (x) Certificate of good standing of Seller from the state of Arkansas, dated the most recent practical date prior to Closing; (xi) A Covenant Not to Compete Agreement duly executed by Seller on the terms and in the form required pursuant to Section 9.15 hereof; (xii) A termination of the Lease (the "Lease Termination Agreement") creating the leasehold estate of Seller in that portion of the Real Property on which the Hospital is located, duly executed by Seller and SAFECARE (and if applicable, any mortgagee or pledgee of Seller's interest in the Lease) and in recordable form; (xiii) A FIRPTA Affidavit duly executed by Seller, stating that neither Seller nor any of its Affiliates holding title to an...
Sample 1
From Seller. The Seller shall deliver to the Purchaser a certificate of its secretary certifying the incumbency of the officer(s) executing this Agreement and the Seller Delivered Documents and certifying the due adoption of corporate resolutions of the Seller authorizing and approving the execution, delivery and performance of this Agreement and the Seller Delivered Documents and of all of the transactions contemplated herein and therein.
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From Seller. The Buyer hereby specifically acknowledges and agrees that it is responsible for determining the suitability of the Products for their intended use (including use by any transferee of the Buyer or other end-user) including end-use environmental conditions, storage and transportation. Non-suitability for the intended use is not a valid basis for the issuance of an RMA.
Sample 1

Related to From Seller

  • Separation from Service A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination also constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” “separation from service” or like terms shall mean Separation from Service.

  • Constructive Termination The Executive may terminate the Executive’s employment hereunder during the Change of Control Severance Period upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination exists or has occurred, including without limitation other employment), in which case the Executive shall be entitled to the benefits provided under Section 4(a) hereof: (i) failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent office or position, which the Executive held immediately prior to the Change of Control; (ii) (A) a material adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position that the Executive held immediately prior to the Change of Control; (B) a reduction in the Executive’s base salary from the rates in effect immediately prior to the Change of Control or a material modification in the scope of the Executive’s right to participate in any bonus program offered to similarly-situated employees; or (C) the termination or denial of the Executive’s rights to Benefits at least as great in the aggregate as are payable thereunder immediately prior to the Change of Control or a reduction in the scope or value thereof other than a general reduction applicable to all similarly-situated employees; (iii) a change in circumstances following the Change of Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change of Control, which has rendered the Executive unable to carry out any material portion of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 30 calendar days after written notice of such change given by the Executive; (iv) the liquidation, dissolution, merger, consolidation or reorganization of FTD or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of FTD under this Agreement; or (v) the Executive is required to have his principal location of work changed to any location that is in excess of 50 miles from the Executive’s principal location of work immediately prior to the Change of Control. For purposes of this Agreement:

Most Referenced Clauses

Most Referenced Definitions