Identification of Additional Defective Interests Sample Clauses

Identification of Additional Defective Interests. (a) If, prior to the Closing, there has been non-compliance with the laws, rules, regulations, ordinances or orders of any governmental agency or authority having jurisdiction over the Interests, resulting in risk of loss of the Interests or a substantial part of the value thereof, then Buyer may elect to treat such of the Interests as are adversely affected by such non-compliance as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a). (b) If any preferential right to purchase is exercised, Buyer may elect to either (i) treat that portion of the Interests affected by the exercise of such preferential right as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. If any preferential right to purchase is discovered after Closing, or if a third party holder of such a right alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party preferential purchase rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Seller shall return to Buyer that portion of the Purchase Price allocated to the portion of the Interests on which such rights are exercised and lost by Buyer to such third party. (c) If any necessary third party consent to assignment is not obtained prior to the Closing, Buyer may elect to either (i) treat that portion of the Interests subject to such consent requirement as Defective Interests by giving Seller notice thereof in accordance with 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. (d) If, prior to the Closing, Buyer becomes aware of any suit, action or other proceeding before any court or government agency (other than matters reflected on Schedule 3.01E that would reasonably result in loss or impairment of Seller’s title to any portion of the Interests or a substantial portion of the value thereof, Buyer may elect to treat that portion of the Interests affected thereby as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a). (e) If any inaccuracy in Exhibit “B” results in a substa...
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Identification of Additional Defective Interests. 11 Section 3.7 Termination Due to Title Matters and Conditions 12 ARTICLE IV 13 SELLER’S REPRESENTATIONS AND WARRANTIES 13 Section 4.1 Organization, Standing and Power 13 Section 4.2 Authority and Enforceability 13 Section 4.3 Claims Affecting the Assets 14 Section 4.4 Claims Affecting the Sale 14 Section 4.5 No Demands 14 Section 4.6 Taxes 14 Section 4.7 Leases 14 Section 4.8 Non-Foreign Representation 15 Section 4.9 Commitments for Expenditures 15 Section 4.10 Bonds and Other Surety 15 Section 4.11 Brokers 16 ARTICLE V 16 PURCHASER’S REPRESENTATIONS AND WARRANTIES 16 Section 5.1 Organization, Standing and Power 16 Section 5.2 Authority and Enforceability 16 Section 5.3 Independent Evaluation 16 Section 5.4 Suits Affecting the Sale 17 Section 5.5 Eligibility 17 Section 5.6 Financing i 17 ARTICLE VI 17 ASSUMPTION OF OBLIGATIONS AND INDEMNIFICATION 17 Section 6.1 Assumption of Certain Liabilities and Obligations by Purchaser 17 Section 6.2 Indemnification by Purchaser 17 Section 6.3 Indemnification by Seller 18 Section 6.4 Interpretation 18 Section 6.5 Notices 19 ARTICLE VII 20 SELLER’S OBLIGATIONS PRIOR TO CLOSING 20 Section 7.1 Restrictions on Operations 20 ARTICLE VIII 21 ADDITIONAL AGREEMENTS OF THE PARTIES 21 Section 8.1 Government Reviews and Filings 21 Section 8.2 Confidentiality 22 Section 8.3 Taxes 22 Section 8.4 Receipts and Credits 24 Section 8.5 Suspense Accounts 24 ARTICLE IX 25 CONDITIONS TO CLOSING 25 Section 9.1 Seller’s Conditions 25 Section 9.2 Purchaser’s Conditions 26 ARTICLE X 27 RIGHT OF TERMINATION AND ABANDONMENT 27 Section 10.1 Termination 27 Section 10.2 Liabilities Upon Termination 27 ARTICLE XI 28 CLOSING MATTERS 28 Section 11.1 Time and Place of Closing 28 Section 11.2 Closing Obligations 28 ARTICLE XII 29 Section 12.1 Post-Closing Adjustments 29 Section 12.2 Files and Records 30 Section 12.3 Further Assurances 30 POST-CLOSING OBLIGATIONS 29 ARTICLE XIII 30 ENVIRONMENTAL MATTERS 30 Section 13.1 Purchaser Acknowledgment Concerning Possible Contamination of Assets 30 Section 13.2 Adverse Environmental Conditions 31
Sample 1

Related to Identification of Additional Defective Interests

  • Designation of Additional Accounts The Seller hereby delivers herewith a computer file or microfiche or written list containing a true and complete list of all such Additional Accounts specifying for each such Account, as of the Additional Cut-Off Date, its account number, the aggregate amount of Receivables outstanding in such Account and the aggregate amount of Principal Receivables in such Account. Such file or list shall, as of the date of this Assignment, supplement Schedule 1 to the Agreement.

  • Admission of Additional Members One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

  • Designation of Additional Agents The Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time to time to designate one or more of the Lenders (and/or its or their Affiliates) as “syndication agents,” “documentation agents,” “book runners,” “lead arrangers,” “arrangers,” or other designations for purposes hereto, but such designation shall have no substantive effect, and such Lenders and their Affiliates shall have no additional powers, duties or responsibilities as a result thereof.

  • CLAIMS FOR ADDITIONAL COST 12.3.1 If the Contractor wishes to make a claim for an increase in the Contract Sum, he shall give the Architect written notice thereof within twenty days after the occurrence of the event giving rise to such claim. This notice shall be given by the Contractor before proceeding to execute the Work, except in an emergency endangering life or property in which case the Contractor shall proceed in accordance with Paragraph 10.3 of these General Conditions. No such claim shall be valid unless so made. If the State and the Contractor cannot agree on the amount of the adjustment in the Contract Sum, it shall be determined by the Architect. Any change in the Contract Sum resulting from such claim shall be authorized by Change Order. 12.3.2 If the Contractor claims that additional cost is involved because of, but not limited to, (1) any order by the State to stop the Work pursuant to Paragraph 3.3 of these General Conditions where the Contractor was not at fault, or (2) failure of payment by the State pursuant to Paragraph 9.7(of these General Conditions), the Contractor shall make such claim as provided in Subparagraph 12.3.1 of this agreement. 12.3.3 The Architect will have authority to order minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the State and Contractor within 10 days unless the Contractor or the State objects to the change in writing.

  • Payment of Additional Costs If termination of this contract is due to the failure of the Engineer to fulfill its contract obligations, the State may take over the project and prosecute the work to completion, and the Engineer shall be liable to the State for any additional cost to the State.

  • Certification of Adjustments Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall (a) promptly prepare a certificate signed by its Chief Executive Officer, its President or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company setting forth such adjustment and a brief statement of the facts giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any certificate prepared by the Company pursuant to Sections 11 and 13 and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 and 13 of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment.

  • Issuance of Additional Partnership Interests The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.

  • Distribution of Additional Shares, Rights, etc If the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”), the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary a written opinion from U.S. counsel for the Company that is reasonably satisfactory to the Depositary, stating whether or not the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933. If, in the opinion of that counsel, the Distribution requires, or, if made in the United States, would require, registration under the Securities Act of 1933, that counsel shall furnish to the Depositary a written opinion as to whether or not there is a registration statement under the Securities Act of 1933 in effect that will cover that Distribution. The Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time deposit any Shares, either originally issued or previously issued and reacquired by the Company or any such affiliate, unless a Registration Statement is in effect as to such Shares under the Securities Act of 1933 or the Company delivers to the Depositary an opinion of United States counsel, satisfactory to the Depositary, to the effect that, upon deposit, those Shares will be eligible for public resale in the United States without further registration under the Securities Act of 1933.

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.

  • Volume and Additional Discounts In addition to the Part 1 Minimum Percentage Discount proposed herein, does Vendor ever expect and intend to offer additional, greater, or volume discounts to TIPS Members? If proposing on Part 1, point(s) may be assigned for your response in the Part 1 category of "Pricing" during scoring and evaluation. If you are not proposing on Part 1, you must respond to proceed but no points will be assigned for your response. Yes

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