Notarial Deed. 1. The Lessee and Guarantor(s) hereby agree not to make any objection if a compulsory execution takes place upon the default of any monetary obligations under Articles 2, 4, 5, 8, 11, 12, 13 or 14 hereof, any monetary obligation under special provisions set forth in this Agreement and Specific Agreement or any monetary obligation under the terms and conditions set forth in the Specific Agreement in relation to the return of the Equipment.
2. Upon the Lessor’s request, the Lessee and Guarantor(s) shall, at the Lessee’s expense, cooperate with the Lessor to execute the Specific Agreement based on this Agreement in the form of a notarial deed which states that the parties agree to accept the compulsory execution referred to in Paragraph 1 of this Article.
Notarial Deed. The Debtor and the Unconditional Guarantor shall take the necessary actions in order to cause a Notarial Deed to be prepared with authorization for enforcement by the Bank with respect to their obligations hereunder, immediately upon request of the Bank with a justifiable reason.
Notarial Deed. This Agreement is constructed as a notarial deed. Copies of this notarial deed may be issued to each Party to the agreement in any number. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Notarial Deed. The Notarial deed of transfer of the Shares will be executed before Xx. Xxxxxx Dick van Waateringe, Civil Law Notary in Amsterdam, The Netherlands, or a deputy of Mr. Van Waateringe. Mr. Van Waateringe, is a civil law notary of Holland Van Gijzen advocaten en notarissen, the firm of the external legal advisors to the Purchaser, x-Xxxxxxxxxx.xxx, Inc. and e-Auction. The Vendors acknowledge that they are aware of the provisions 9 and 10 of the guidelines concerning the association between civil law notaries and barristers/solicitors as established by the Royal Professional Association of Civil Law Notaries (Koninklijke Notariele Beroepsorganisatie). The Vendors agree that Holland Van Gijzen advocaten en notarissen might in the future advise and act on behalf of Purchaser, x-Xxxxxxxxxx.xxx, Inc. and/or e-Auction with respect to this Agreement and the execution thereof, including any dispute.
Notarial Deed. (a) Completion of the Notarial Deed will take place on Closing in Amsterdam, the Netherlands at the offices of DLA Piper Nederland N.V.
(b) The transfer of the Stock shall be effectuated by means of the Notarial Deed, to be executed by the Notary on Closing.
(c) The Closing Date Cash Payment shall be payable by Buyer in cash, by means of a confirmed wire transfer through the bank account (“kwaliteitsrekening”) of the Notary at ING Bank in Amsterdam, account number 672644428 swift code XXXXXX0X to enable the Notary to pay the Closing Date Cash Payment to the corresponding bank accounts specified by Sellers. The payments mentioned in the aforementioned sentence will be made by the Notary on Closing with same day value (or, if paid on the following business day, to include any interest accrued thereon as a result thereof).
(d) With reference to the Rules of Professional Conduct (“Verordening beroeps- en gedragsregels”) of the Royal Dutch Organisation of Civil Law Notaries (“Koninklijke Notariële Beroepsorganisatie”) all Parties declare expressly to agree that:
(i) DLA Piper Nederland N.V. shall act as counsel to Buyer in connection with the Notarial Deed or any related agreement, or acts as counsel for or on behalf of Buyer in the event of any dispute relating to this Agreement or any related agreement; and
(ii) the Notary shall executes the Notarial Deed even though he is affiliated with DLA Piper Nederland N.V. as civil law notary.
Notarial Deed. In one and the same transaction and as a single and indivisible sale each of the Sellers shall sell and transfer through execution of the Notarial Deed with full title guarantee the number of Stock set out opposite his name in Schedule 1 and the Buyer shall purchase and accept the Stock free from all encumbrances and together with all rights of any nature which are now or which may at any time become attached to them or accrue in respect of them including all dividends and distributions declared paid or made in respect of them on or after the date of this Agreement.
Notarial Deed. SCHEDULE Schedule 1.1......German Fiscal Year Termination and Closing Procedures AMENDMENT TO PURCHASE AGREEMENT This AMENDMENT, dated as of May 6, 2005 (this "Amendment"), to the Purchase Agreement, dated as of January 19, 2005 (as modified by those certain letter agreements dated February 9, 2005, February 14, 2005, February 16, 2005, February 17, 2005, February 18, 2005, March 8, 2005 and March 18, 2005, the "Purchase Agreement"), by and among SPX Corporation, a Delaware corporation ("SPX"), Kendro GP II, LLC, a Delaware limited liability company and wholly xxxxx xxxsidiary of SPX ("Kendro GP II"), SPX Europe GmbH, a company organized under the laws xx Xxxxxny and an indirect, wholly owned subsidiary of SPX ("SPX Europe"), General Signal Ireland B.V., a company organized under the laws of Netherlands and an indirect, wholly owned subsidiary of SPX ("GS Ireland"), and GSLE Development Corporation, a Delaware corporation and a direct, wholly owned subsidiary of SPX ("GSLE"; SPX, Kendro GP II, SPX Europe, GS Ireland and GSLE being referred to herxxx xxxxxidually and collectively as "Seller"), and Thermo Electron Corporation, a Delaware corporation ("Thermo"), Thermo Electron (Oberhausen) GmbH, a company organized under the laws of Germany and an indirect, wholly owned German subsidiary of Thermo ("Thermo Germany"; Thermo and Thermo Germany being referred to herein, individually and collectively, as "Purchaser"), is made by and among Seller, Purchaser, Thermo Electron SA, a company organized under the laws of the Switzerland and an indirect, wholly owned subsidiary of Thermo ("Thermo Switzerland"), and Thermo Electron Beteiligungsverwaltungs GmbH, a company organized under the laws of the Germany and an indirect, wholly owned subsidiary of Thermo ("Thermo Germany II"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
Notarial Deed. Flextronics Chateaudun SNC, as a Designated Purchaser, and Nortel Networks S.A. and Nortel Networks France SAS, as Designated Sellers, have as of the date hereof, entered into a “Notarial Deed (Acte Notarie)” (the “France Notarial Deed”). The Parties acknowledge that it is their intent that the rights and obligations of the France Notarial Deed should in no way increase or decrease the Parties’ respective rights or obligations under the Purchase Agreement. The Parties hereby agree that to the extent there is or may be deemed to be any inconsistency between the terms of the France Notarial Deed and the Purchase Agreement the terms of the Purchase Agreement shall prevail. The Parties further agree to use their best efforts to cause their Affiliates to take no action which is contrary to the foregoing.
Notarial Deed. Article 3.5 Parties.............................................................
Notarial Deed. The parties hereby agree to formalize this Fifth Amendment in a Swiss notarial deed which will cause legal effects in accordance with the laws of the Federal Republic of Germany.
