Guaranteed Delivery Notwithstanding the foregoing, if a shareholder desires to tender Shares pursuant to the Offer and the certificates for the Shares to be tendered are not immediately available, or time will not permit the Letter of Transmittal and all documents required by the Letter of Transmittal to reach the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date, or a shareholder cannot complete the procedures for delivery by book-entry transfer on a timely basis, then such shareholder's Shares may nevertheless be tendered, provided that all of the following conditions are satisfied: (i) the tender is made by or through an Eligible Institution; and (ii) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary prior to 5:00 P.M. Eastern Time on the Expiration Date; and (iii) the certificates for all such tendered Shares, in proper form for transfer, or a Book-Entry Confirmation with respect to such Shares, as the case may be, together with a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) (or, in the case of a book-entry transfer, an Agent's Message) and any documents required by the Letter of Transmittal, are received by the Depositary prior to 5:00 P.M. Eastern Time on the third NYSE trading day after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary and must include a guarantee by an Eligible Institution and a representation that the shareholder owns the Shares tendered within the meaning of, and that the tender of the Shares effected thereby complies with, Rule 14e-4 under the Exchange Act, each in the form set forth in the Notice of Guaranteed Delivery. THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. Shareholders have the responsibility to cause their Shares tendered (in proper certificated or uncertificated form), the Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase pursuant to the Offer and to payment of the purchase amount. Notwithstanding any other provision hereof, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of Share certificates evidencing such Shares or a Book-Entry Confirmation of the delivery of such Shares (if available), a Letter of Transmittal properly completed and bearing original signature(s) and the original of any required signature guarantee(s) or, in the case of a book-entry transfer, an Agent's Message and any other documents required by the Letter of Transmittal.
Shipment and Delivery Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunder.
Contract Quantity The Contract Quantity during each Contract Year is the amount set forth in the applicable Contract Year in Section D of the Cover Sheet (“Delivery Term Contract Quantity Schedule”), which amount is inclusive of outages.
DELIVERY PRESSURE Xxxxxx agrees to use due care and diligence to furnish gas hereunder at such uniform pressure as Seller may elect up to, but not exceeding 20 pounds per square inch gauge, and not less than 5 pounds per square inch gauge, at the "Point of Delivery". Buyer shall be responsible for the installation and operation of adequate safety equipment downstream of the Point of Delivery so as to relieve or control pressure variations within the limits described above that may, for any reason through malfunction of Seller's equipment or otherwise, occur on Buyer's side of the "Delivery Point".
Guaranteed Maximum Costs The City’s payment obligation to Contractor cannot at any time exceed the amount certified by City’s Controller for the purpose and period stated in such certification. Absent an authorized Emergency per the City Charter or applicable Code, no City representative is authorized to offer or promise, nor is the City required to honor, any offered or promised payments to Contractor under this Agreement in excess of the certified maximum amount without the Controller having first certified the additional promised amount and the Parties having modified this Agreement as provided in Section 11.5, “Modification of this Agreement.”
Delivery Point The delivery point is the point of delivery of the Power Product to the CAISO Controlled Grid (the “Delivery Point”). Seller shall provide and convey to Buyer the Power Product from the Generating Facility at the Delivery Point. Title to and risk of loss related to the Power Product transfer from Seller to Buyer at the Delivery Point.
POINTS OF RECEIPT AND DELIVERY The primary receipt and delivery points are set forth on Appendix A.
Delivery Points Project water made available to the Agency pursuant to Article 6 shall be delivered to the Agency by the State at the delivery structures established in accordance with Article 10.
QUANTITY BASIS OF CONTRACT – NO GUARANTEED QUANTITIES The contract established has no guarantee of any specific quantity and the State is obligated only to buy that quantity which is needed by its agencies.
Purchase, Sale and Delivery (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Issuers agree to issue and sell to the Initial Purchasers, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuers, the principal amount of Notes set forth opposite the name of such Initial Purchaser on Exhibit A. The purchase price for the Notes will be $973.75 per $1,000 principal amount Note. (b) Delivery of the Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & Xxxxxxx, New York, New York or such other location as may be mutually acceptable. Such delivery and payment shall be made at 9:00 a.m., New York City time, on March 17, 1999 or at such other time as shall be agreed upon by the Initial Purchasers and the Issuers. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing Date, one or more Notes in definitive global form, registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of immediately available funds, to an account or accounts designated by the Issuers, provided that the Issuers shall give at least one business days' prior written notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.
