Miscellaneous 15. To the Holders of Common Stock of The Brazilian Investment ----------------------------------------------------------- Fund, Inc.: ----------- The Brazilian Investment Fund, Inc., a Maryland corporation (the "Fund"), hereby offers to purchase 290,439.697 shares of its Common Stock, par value $.01 per share (the "Shares"), at a price per Share, net to the seller in cash, equal to the net asset value in U.S. dollars ("NAV") per share as of 5:00 P.M., New York City time on the Expiration Date (as herein defined) upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Trans mittal (which together constitute the "Offer"). THE OFFER IS CONDITIONED UPON NO MORE THAN 290,439.697 SHARES BEING TENDERED AND NOT WITHDRAWN AS OF THE EXPIRATION DATE. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 12. THIS OFFER IS BEING MADE PURSUANT TO ARTICLE ELEVENTH OF THE FUND'S ARTICLES OF INCORPORATION ("ARTICLE ELEVENTH"), WHICH REQUIRES THE FUND, FOR SO LONG AS THE FUND'S COMMON STOCK IS NOT LISTED ON A STOCK EXCHANGE, TO MAKE PERIODIC OFFERS TO PURCHASE ALL SHARES OF ITS COMMON STOCK. IF MORE THAN 290,439.697 SHARES ARE TENDERED, THE FUND WILL NOT PURCHASE ANY SHARES IN THE OFFER AND, PURSUANT TO ARTICLE ELEVENTH, THE BOARD OF DIRECTORS OF THE FUND SHALL CONVENE A SHAREHOLDERS MEETING TO CONSIDER A PLAN OF LIQUIDATION OF THE FUND. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR XXXXXX XXXXXXX ASSET MANAGEMENT INC. (THE "INVESTMENT ADVISER") NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH SHAREHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICES.THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. As of September 30, 1995, there were outstanding 580,879.395 Shares and there were approximately 65 holders of record of Shares. The Shares are not currently publicly traded. On October 6, 1995, the NAV per Share was $72.07 Shareholders are urged to contact Chase Global Funds Services Company (the "Depository") at (000) 000-0000 to obtain current NAV quotations for the Shares. See Section 6. Pursuant to the requirements of Article Eleventh, the Fund currently intends each quarter to make a tender offer for its shares of Common Stock at a price per share equal to the then current NAV. Any Shar...
Miscellaneous 15. Further Assurances At any time, and from time to time, after the Closing Date, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement.
15.1 Waiver Any failure on the part of any party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the party to whom such compliance is owed.
15.2 Amendment This Agreement may be amended only in writing as agreed to by all parties hereto.
15.3 Notices All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first class registered or certified mail, return receipt requested.
15.4 Headings The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
15.5 Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Miscellaneous 15. 1. This Agreement and the information that is incorporated into this Agreement by written reference represents the complete agreement between you and XXXX concerning your license of the Software and replaces all previous agreements, memoranda, discussions or negotiations.
Miscellaneous 15. Разное
15.1. The Company has the right to suspend service to the Client at any time for any justified reason (notification of the Client is not required).
15.2. In the event that a situation arises that is not covered under the Regulations, the Company will resolve the matter on the basis of good faith and fairness and, when appropriate, by taking action consistent with market practice.
15.3. No single or partial exercise or failure or delay in exercising any right, power or privilege (under this Agreement or at law) by the Company shall constitute a waiver by the Company of, or impair or preclude any exercise or further exercise of that or any other right, power or remedy arising under the Regulations or applicable law.
15.4. The Company may in whole or in part release the Client from liability stemming from the latter’s violation of the conditions of the Regulations during the period of it being in force or, alternatively, may reach a compromise decision. In this case, all violations, regardless of how long ago they were committed and in connection with which
15.1. Компания имеет право приостановить обслуживание Клиента в любое время, имея для этого достаточные основания (предварительное уведомление Клиента об этом необязательно).
15.2. При возникновении ситуаций, не описанных в соответствующих Регламентирующих документах, Компания будет действовать в соответствии с принятой рыночной практикой, основываясь на принципах честности и справедливости.
15.3. Полное или частичное применение Компанией любого права, равно как и его неприменение (в соответствии с настоящим Соглашением или законодательством) не может служить причиной отказа в дальнейшем применении Компанией подобных или иных прав согласно соответствующим Регламентирующим документам или закону.
Miscellaneous 15
