Place and Date The closing of the sale and purchase of the Assets (the "Closing") and the assumption of the Assumed Liabilities shall take place at 10:00 A.M. local time on the 26th day of January, 1998 at the offices of Xxxxxxx Breed Xxxxxx & Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, or such other time and place upon which the parties may agree. The day on which the Closing actually occurs is herein sometimes referred to as the "Closing Date."
TIME AND DATE Any reference to a time and date in this Agreement shall mean the time and date where the property is located.
PROCLAMATION OF SALE, CONDITIONS OF SALE AND MEMORANDUM OF SALE All contents in the Proclamation of Sale and this Conditions of Sale are to be read together and shall be part of the Memorandum of Sale.
Place and Time The closing of the sale and purchase of the Shares (the “Closing”) shall take place at the offices of Xxxxx Xxxxx & Associates, PLLC, 0 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, X.X. 00000 on such date (the “Closing Date”) and time as the parties shall so agree. Except as agreed to by the parties, the Closing shall occur simultaneous with the execution and delivery of this Agreement.
Xxxx of Sale The Xxxx of Sale, duly executed by Purchaser; and
Terms of Sale The Purchase Price for all Partnership Interests purchased pursuant to Section 8.5 or Section 8.6 shall be paid at the Closing in immediately available United States funds; provided, however: (a) If the purchaser is the Partnership, the Partnership, at its election and after consultation with counsel, may pay its portion of the Purchase Price in Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows: (i) to the extent that the Partnership elects to pay the Purchase Price in Class A Shares, the Partnership shall deliver to the Selling Partner or Former Partner such number of Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in Class A Shares, divided by (B) the Applicable Class A Closing Price Average; provided, however, that if the Partnership owns Class A Shares of more than one Company, the Partnership must deliver Class A Shares of each such Company in the same proportion as the Partnership’s ownership of Class A Shares of such Companies prior to such purchase; and (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of Class A Shares. (b) If the purchaser is a Partner, such Partner, at its election, may pay its portion of the Purchase Price in Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows: (i) to the extent that the Partner elects to pay the Purchase Price in Class A Shares of a Company, such Partner shall deliver to the Selling Partner or Former Partner such number of Class A Shares of that Company as shall be equal to the quotient of (A) the portion of the Purchase Price payable in Class A Shares of that Company, divided by (B) the Applicable Class A Closing Price Average (and the Partner may pay with Class A Shares of more than one Company in which event this calculation shall be made with respect to the Class A Shares of each Company whose Class A Shares are being used for payment); and (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of Class A Shares.
Notice of Sale Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.
Bxxx of Sale The Bxxx of Sale covering the Personal Property, in the form attached hereto as Exhibit D.
PARTIES AND DATE This Agreement is made and entered into this 19th day of June, 2019 (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 (“City”) and Xxxxx, a California Corporation with its principal place of business at 000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.
Notices, time and place of delivery 51 a) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall 52 provide the Buyers with 30/20/15/10/7/5/3 approximate and 2 and 1 definite days notices of the expected time and place of arrival at the 53 intended time and place of drydocking/underwater inspection/delivery. When the Vessel is at the 54 place of delivery and in every respect physically ready for delivery in accordance with this 55 Agreement, the Sellers shall give the Buyers a written NOR for delivery. 56 b) The Vessel shall be delivered to the Buyers free of stowaways, free of cargo, with clean swept holds 57 safely afloat at a safe and accessible berth, port or anchorage worldwide. 58 Expected time of delivery: 17 August 2015 – 30 November 2015 or such later date at Buyers' option. 60 Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 30 November 2015 or such later date at Buyers' option. 61 c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the 62 Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in 63 writing stating the date when they anticipate that the Vessel will be ready for delivery and 64 propose a new cancelling date. Upon receipt of such notification the Buyers shall have the 65 option of either cancelling this Agreement in accordance with Clause 14 within 4 7 running 66 days of receipt of the notice or of accepting the new date as the new cancelling date. If the 67 Buyers have not declared their option within 4 7 running days of receipt of the Sellers' 68 notification or if the Buyers accept the new date, the date proposed in the Sellers' notification 69 shall be deemed to be the new cancelling date and shall be substituted for the cancelling 70 date stipulated in line 61. 71 If this Agreement is maintained with the new cancelling date all other terms and conditions 72 hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full 73 force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any 74 claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by 75 the original cancelling date. 76 d) Should the Vessel become an actual, constructive or compromised total loss before delivery 77 the deposit together with interest earned shall be released immediately to the Buyers 78 whereafter this Agreement shall be null and void. 79