Pipeline Transactions. The quality of Product shall be in accordance with the specifications set forth by the relevant pipeline. Quantities shall be determined by pipeline meter tickets based on calibrated pipeline meters or if such meters are unavailable, by calibration tables, or based on book, stock or inventory transfer.
Pipeline Transactions. The Disposition Properties known as (i) Crabapple CVS, which is being developed by Branch and is under contract to be sold to Xxxxxxx Nil or an affiliate, (ii) Xxxxx Road CVS, which is being developed by Branch and is under contract to be sold to Xxxxx Xxxxxxx or an affiliate, and (iii) Oglethorpe Crossing, which is being developed by Branch and is under contract to be sold to Hermann-Hinrich Reemtsma, and the Acquisition Contracts and Other Contracts relating to (a) the purchase of the shopping center known as Xxxxxxx Corner, which is being developed by another developer, and the proposed subsequent placement and/or sale of Xxxxxxx Corner to an investor group, and (b) the purchase of a shopping center known as North Point, which is being developed by another developer, and the 66 proposed subsequent placement and/or sale of North Point to an investor group, are herein collectively referred to as the "Pipeline Transactions". The following provisions shall apply to the financial adjustment applicable to the Pipeline Transactions.
Pipeline Transactions. Prior to the date of this Agreement, the Company or one of its Subsidiaries has entered into an agreement or term sheet (a “Pipeline Transaction Purchase Agreement”) to acquire each of the theaters set forth on Schedule 1.10 (each, a “Pipeline Transaction” and collectively the “Pipeline Transactions”). If a Pipeline Transaction Purchase Agreement (a) is terminated prior to the Effective Time or (b) does not expressly provide pursuant to its terms that the Company or its Subsidiary have at least forty-five (45) days following the Closing Date to consummate the Pipeline Transaction (each of (a) and (b), a “Terminated Pipeline Transaction”), then the Exchange Ratio shall be adjusted downward by the amount that corresponds to such Terminated Pipeline Transaction as set forth on Schedule 1.10, and such adjusted Exchange Ratio shall be deemed the “Exchange Ratio” for all purposes under this Agreement. The Company shall have the opportunity to present to Parent a new pipeline transaction (a “New Pipeline Transaction”) to replace any Terminated Pipeline Transaction on Schedule 1.10; provided that (i) such New Pipeline Transaction must be of equal or greater value than such Terminated Pipeline Transaction and (ii) the final determination of whether to accept such New Pipeline Transaction shall be made by Parent in its sole discretion.
Pipeline Transactions. As of the Effective Date, (i) the OT Parties are subject to a written binding commitment and obligation to consummate the acquisition of each investment set forth on Schedule 1 attached hereto or additional investments reasonably agreed to by Seller in writing (each, a “Binding Pipeline Obligation”) and (ii) the cost of each Binding Pipeline Obligation shall not exceed the amount set forth next to such Binding Pipeline Obligation on Schedule 1, except for reasonable adjustments for changes in the amount of debt proceeds or other reasonable modifications with respect to any Binding Pipeline Obligation that in the aggregate do not materially change the obligations described on Schedule 1 for all Binding Pipeline Obligations taken as a whole. Each Binding Pipeline Obligation (x) remains a binding obligation of the OT Parties, (y) has been consummated in accordance with the term of Schedule 1, or (z) has terminated and Purchaser has notified Seller in writing of such termination and that such transaction is no longer a Binding Pipeline Obligation.
Pipeline Transactions. 38 10.10 Xxxxxx Employment Agreement........................................38 10.11 Year 2000..........................................................38 10.12
Pipeline Transactions. Set forth on Schedule 1.1(h) hereto is a true and complete list or description in reasonable detail of all Pipeline Transactions, as of April 30, 1999. All Pipeline Transactions have been and will be created in the ordinary course of business of the DE Brokerage Business. None of Seller, any of its Affiliates, including Seller's Principals or Xxxx Xxxxxx, has knowledge of any fact or circumstance which would prevent or otherwise prohibit the consummation of any of the Pipeline Transactions and none of such persons has any other reason to believe that such consummation will not occur. Since April 1, 1999, none of Seller, any of its Affiliates, including Seller's Principals or Xxxx Xxxxxx has, directly or indirectly, accelerated the closing of any transaction where the DE Brokerage Business had rights to receive real estate brokerage commissions.
Pipeline Transactions. If, in any case following the Closing Date a commission or other fee is payable in connection with a Pipeline Transaction, and for any reason Buyer is not permitted to collect or receive such commission by reason of any real estate broker licensing requirement, including any delay, error or failure by Buyer, Seller or any Governmental Authority in processing any notice, filing, application or other matter related to a licensing requirement, then Seller shall upon request of Buyer collect and receive such commission or other fee. In such case, Seller shall promptly pay to Buyer the full amount of such commission or fee received, it being understood that, as between Seller and Buyer, Buyer is entitled to receive all of Seller's right, title and interest in and to the Pipeline Transactions.
