Manner of Sale At no time was Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertising.
Place and Manner of Payment (a) All payments of Rent, the Termination Value and the Fair Market Value Purchase Price payable by Lessee to Lessor under this Facility Lease shall be made by Lessee to or for the account of Lessor as Lessor shall from time to time direct in writing in immediately available funds in Dollars in the amount of such payments on the date when such payments are due.
(b) Neither Lessee’s inability or failure to take possession of all, or any portion, of the Leased Facility when delivered by Lessor, nor Lessor’s inability or failure to deliver all or any portion of the Leased Facility to Lessee, whether or not attributable to any act or omission of Lessee or any act or omission of any other Person (other than Lessor), or for any other reason whatsoever, shall delay or otherwise affect Lessee’s obligation to pay Rent, the Termination Value and/or the Fair Market Value Purchase Price in accordance with the terms of this Facility Lease.
(c) If the Leased Facility is sold to Lessee pursuant to Section 14.4, and the Fair Market Value Purchase Price is greater than thirty percent (30%) of the Approved Amount, then Lessee shall not be obligated to pay the entire amount of such Fair Market Value Purchase Price as of the last day of the Base Term or Renewal Term, as the case may be, but shall be obligated to pay Lessor as follows:
(i) (A) if such Fair Market Value Purchase Price is between thirty percent (30%) and fifty percent (50%) of the Approved Amount, then Lessee shall be obligated to pay the full amount of the Fair Market Value Purchase Price in twenty (20) equal quarterly installments; and (B) if such Fair Market Value Purchase Price is over fifty percent (50%) of the Approved Amount, then Lessee shall be obligated to pay the full amount of such Fair Market Value Purchase Price in forty (40) equal quarterly installments.
(ii) In addition to the repayment of the Fair Market Value Purchase Price, Lessee shall be obligated to pay Lessor a Return on Capital with respect to the outstanding unpaid amount of the Fair Market Value Purchase Price. On or before the tenth (10th) day of each calendar month (or if such day is not a Business Day, the next Business Day) following the last day of the Base Term or Renewal Term, as the case may be, until the Fair Market Value Purchase Price is paid in full to Lessor, Lessor shall submit a written invoice to Lessee which shall indicate (i) the total amount outstanding of the Fair Market Value Purchase Price and (ii) the Return on Capital with respect to the total amount outstanding of the Fair Market Value Purchase Price. No later than the thirtieth (30th) day after which Lessee receives each invoice (or if such day is not a Business Day, the next Business Day), Lessee shall pay the amount specified in the invoice to or for the account of Lessor in Dollars.
(iii) Notwithstanding any provision to the contrary contained in this Facility Lease, this Section 7.2(c) shall survive the termination of this Facility Lease.
Place and Manner of Payments Except as otherwise specifically provided herein, all payments hereunder shall be made to the Lender in Dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at its offices specified in Section 7.1 not later than 2:00 P.M. (New York, New York time) on the date when due. Payments received after such time shall be deemed to have been received on the immediately succeeding Business Day. The Lender may (but shall not be obligated to) debit the amount of any such payment which is not made by such time to any ordinary deposit account of the Borrower maintained with the Lender (with notice to the Borrower). The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Lender the principal, interest, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Lender shall apply the payment in such manner as the Lender may determine to be appropriate in respect of obligations owing by the Borrower hereunder). Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the immediately succeeding Business Day (subject to accrual of interest at non-default rates and fees for the period of such extension (but not any default interest on amounts as to which such due date shall have been extended)), except that in the case of LIBOR Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the immediately preceding Business Day. Except as expressly provided otherwise herein, all computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.
Time and Manner of Payment Upon execution of this Lease, Tenant shall pay Landlord the Base Rent in the amount stated in Paragraph 1.12
(a) above for the first month of the Lease Term. On the first day of the second month of the Lease Term and each month thereafter, Tenant shall pay Landlord the Base Rent, in advance, without offset, deduction or prior demand. The Base Rent shall be payable at Landlord's address or at such other place as Landlord may designate in writing.
Place and Manner Borrower shall make all payments due to Lender hereunder in lawful money of the United States and in same day or immediately available funds.
Notice and Manner of Borrowing (a) Whenever the Borrowing Company desires to borrow money hereunder, it shall give the RTO prior written or facsimile request (or verbal request promptly confirmed in writing or by facsimile) of such borrowing or reborrowing (a "Request for Borrowing"). Such Request for Borrowing shall be given by an Authorized Person, to the RTO prior to 10:00 a.m. (Wilmington, Delaware time). Any Request for Borrowing received after 10:00 a.m. shall be deemed received on the next Business Day.
(b) The RTO, upon its receipt of a Request for Borrowing, shall determine if the requested funds are available and the interest rates in accordance with Section 2.3(a) of this Agreement (and related Interest Periods, if any) at which the Borrowing Company can borrow money in a principal amount equal to, and on the date of, the proposed borrowing or reborrowing described in each such Request for Borrowing, and shall notify the Lending Company of such interest rates and the related Interest Periods, if any, and the principal amount of the proposed borrowing or reborrowing (a "Notice of Borrowing") by telephone (confirmed in writing) or by facsimile no later than 12:00 p.m. (Wilmington, Delaware time) on the Business Day of the requested borrowing or reborrowing. The RTO shall promptly convey to the Borrowing Company the information contained in the Notice of Borrowing by telephone (confirmed in writing) or by facsimile.
(c) On the date of each borrowing, the Lending Company will make available the amount of such borrowing or reborrowing in immediately available funds to the Borrowing Company by depositing such amount in the account of the Borrowing Company by wire transfer via electronic funds transfer (EFT).
(d) The RTO shall maintain on its books a control account for each Company in which shall be recorded (i) the amount of each Loan made hereunder to each such Company, (ii) the interest rate applicable with respect to each Loan, (iii) the amount of any principal, interest or fees due or to become due from each Borrowing Company with respect to the Loans, and (iv) the amount of any sum received by each Lending Company hereunder in respect of any such principal, interest or fees due on such Loans. The entries made in the RTO's control accounts shall be prima facie evidence, in the absence of manifest error, of the existence and amounts of Obligations therein recorded and any payments thereon.
(e) The RTO shall account to each Company on a quarterly basis with a statement of borrowings, interest rates, charges and payments made pursuant to this Agreement with respect to the Loans and Revolving Loan Commitment. An Authorized Person of the Companies shall review each quarterly accounting for accuracy within thirty days of receipt thereof from the RTO. Each such account rendered by the RTO shall be deemed final, binding and conclusive unless the RTO is notified by the Lending Company or the Borrowing Company within thirty days after the date the account is so rendered that either the Lending Company or the Borrowing Company disputes any item thereof.
(f) The RTO shall be justified in assuming, for purposes of carrying out its duties and obligations under this Agreement, including, without limitation, its obligation to maintain accounts and provide accountings of the Loans pursuant to Section 2.2(d) and (e) above, that (1) Loans are disbursed by the Lending Company to the Borrowing Company in accordance with the terms of the Notice of Borrowing, (2) payments on the Loans are made to the Lending Company when due, and (3) no prepayments of any Loans prior to the date that they are due and payable under Section 2.4(a) have occurred, unless the RTO is otherwise notified by either Company within seven Business Days of any such delayed disbursement, overdue payment, or receipt of a prepayment.
Actions Not Requiring Proper Instructions Unless otherwise instructed by the Trust, the Custodian shall with respect to all Securities held for the Fund:
(a) Subject to Section 9.04 below, collect on a timely basis all income and other payments to which the Fund is entitled either by law or pursuant to custom in the securities business;
(b) Present for payment and, subject to Section 9.04 below, collect on a timely basis the amount payable upon all Securities which may mature or be called, redeemed, or retired, or otherwise become payable;
(c) Endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments;
(d) Surrender interim receipts or Securities in temporary form for Securities in definitive form;
(e) Execute, as custodian, any necessary declarations or certificates of ownership under the federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect, and prepare and submit reports to the IRS and the Trust at such time, in such manner and containing such information as is prescribed by the IRS;
(f) Hold for the Fund, either directly or, with respect to Securities held therein, through a Book-Entry System or Securities Depository, all rights and similar Securities issued with respect to Securities of the Fund; and
(g) In general, and except as otherwise directed in Proper Instructions, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with Securities and other assets of the Fund.
Manner of Use (a) To effect a purchase using the Credit Card from any Authorised Merchant, the Cardmember must sign on a Sales Draft prepared by the Authorised Merchant with the use of the Credit Card, but the signature shall not be a condition precedent to the liability of the Cardmember in respect of the purchase transaction;
(b) To effect a cash withdrawal using the Credit Card from any Authorised Cash Outlet, the Cardmember shall sign on a Cash Withdrawal Draft prepared by the Authorised Cash Outlet with the use of the Credit Card, but the signature shall not be a condition precedent to the liability of the Cardmember in respect of any Cash Withdrawal transaction;
(c) To effect a cash withdrawal through ATM, the Cardmember shall use the Personal Identification Number (PIN) to gain access to his/her Credit Card Account
(a) Maybank shall purchase from the Authorised Merchant and/or Authorised Cash Outlet all Sales Drafts and Cash Withdrawal Drafts incurred through the use of the Credit Card and is hereby expressly authorised to debit the Cardmember’s Credit Card Account accordingly.
(b) Notwithstanding the provisions set out in Clause 4.1 above, the Cardmember hereby expressly authorises Maybank to charge his/her Credit Card Account with any payments made to the Authorised Merchant or Authorised Cash Outlet evidenced by Sales Drafts or Cash Withdrawal Drafts which had not been signed by the Cardmember, if Maybank is of the view, upon satisfactory documentary evidence, that the omission is due to an oversight on the part of the Cardmember and/or the Authorised Merchant or Authorised Cash Outlet or if the Authorised Merchant has undercharged the Cardmember
4.3. The Cardmember shall comply with all requirements, directions, instructions and guidelines for use of the Credit Card issued by Maybank from time to time in respect of all credit, banking facilities and services rendered to the Cardmember.
4.4. a) Maybank shall be entitled to treat its record of transaction effected by the use of the Credit Card including but not limited to transaction effected via mail order or telephone as evidence of a debt properly incurred by the Cardmember to be debited to the account of the Cardmember;
Proper Instructions and Special Instructions “Proper Instructions,” which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.
Manner of Giving Notice All notices and other communications required by this Master Agreement must be in writing, and must be made via e-mail, personal service or United States mail, postage prepaid.
