From Seller Sample Clauses

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 (vi) such other documents or instruments as Purchaser may reasonably request to effect the transactions contemplated hereby. All of the foregoing documents in this Section shall be reasonably satisfactory in form and substance to Purchaser and shall be dated as of the Closing Date.
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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.
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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.
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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. 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 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.
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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...
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Related to From Seller

  • Conveyance From Seller to Purchaser Subsection 6.01

  • OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT Executive agrees that any and all of Executive’s obligations under this Agreement, including but not limited to Exhibits B and C, shall survive the termination of employment and the termination of this Agreement.

  • 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.

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). (ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.

  • Termination of Employment Change of Control (a) For purposes of the grant hereunder, any transfer of employment by the Grantee among the Company and its Subsidiaries shall not be considered a termination of employment. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s employment with the Company terminates due to the Grantee’s Retirement (as defined in the last Section hereof), all RSUs shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all RSUs. (d) Notwithstanding any other provision contained herein or in the Plan, in the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

  • 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:

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. The Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Involuntary Termination “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant reduction of the Employee’s duties or responsibilities relative to the Employee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

  • Involuntary Termination of Employment If the Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason, including a termination due to disability of the Executive but excluding termination for Cause, or termination following a Change in Control within thirty-six (36) months of such Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to make an immediate lump sum Contribution to the Executive's Retirement Income Trust Fund in an amount equal to: (i) the full Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Contributions to the Retirement Income Trust Fund; provided however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Executive with after tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of the Executive's termination) beginning at his Benefit Age, equal in amount to that benefit which would have been payable to the Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

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