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Common use of Purchase Procedures Clause in Contracts

Purchase Procedures. 2.1 GSS shall from time to time notify the Sightholder or Accredited Buyer (as the case may be) of the dates and venues of Sights and any changes thereto. The dates and frequency of Sights in one Sight Location may vary from time to time from the dates of Sights in other Sight Locations. 2.2 A Sightholder or Accredited Buyer (as the case may be) shall submit a request for the Boxes which it wishes to purchase at a Sight not less than fourteen (14) days before the first day of such Sight or such other date as is notified by GSS from time to time. 2.3 No less than two (2) business days prior to the commencement of the relevant Sight, GSS shall notify the Sightholder or Accredited Buyer (as the case may be) as to whether or not any or all of the Boxes specified in the Sightholder or Accredited Buyer’s (as the case may be) Box request are available. For the avoidance of doubt, such notification shall only include those Boxes applied for by the Sightholder or Accredited Buyer (as the case may be) under Condition 2.2 and shall not require the Sightholder or Accredited Buyer (as the case may be) to offer to purchase any Boxes not applied for. 2.4 GSS will determine, and notify the Sightholder or Accredited Buyer (as the case may be) of, the venue of the Sight at which the Boxes notified to the Sightholder or Accredited Buyer (as the case may be) as available under Condition 2.3 will be available for inspection by the Sightholder or Accredited Buyer (as the case may be). At that Sight, the Sightholder or Accredited Buyer (as the case may be) shall be entitled to offer to purchase (at the price notified by GSS) all or any of the Boxes made available for inspection at that Sight. Acceptance by GSS of the Sightholder or Accredited Buyer’s (as the case may be) offer shall create a binding Contract. 2.5 The Sightholder or Accredited Buyer (as the case may be) may decide not to offer to purchase any or all of the Boxes made available for inspection. For Boxes containing Diamonds of above a size notified in writing by GSS from time to time (as well as for other Boxes as notified to the Sightholder or Accredited Buyer (as the case may be) from time to time), the Sightholder or Accredited Buyer (as the case may be) may reject up to a certain percentage of Diamonds by carat weight of the Box as determined in writing from time to time by GSS. The rejections will take place on the terms, and subject to conditions, as separately notified in writing from time to time by GSS. 2.6 A Sightholder or Accredited Buyer (as the case may be) shall be responsible for: 2.6.1 complying with all labelling, marking, packaging, Box description and other applicable legal requirements in the territory to which the Boxes are to be delivered; and 2.6.2 obtaining any necessary licences and paying all applicable duties, taxes, levies, penalties and other charges or fees of any kind in respect of the delivery of the Boxes and their resale by the Sightholder or Accredited Buyer (as the case may be); and 2.6.3 obtaining all necessary authorisations in terms of the Precious and Semi-Precious Stones (Protection) Act Cap 66:03 (as amended and/or replaced from time to time) for the purchase of rough or uncut diamonds,

Appears in 1 contract

Samples: Rough Diamond Supply Agreement

Purchase Procedures. 2.1 GSS 4.1 As an aid to Suppliers in planning its manufacture of Door Visors, Purchaser shall from time provide Suppliers with good faith estimates of purchases anticipated to time notify the Sightholder or Accredited Buyer (be made by Purchaser during a specified future period of Lime as the case may be) of the dates agreed between Purchaser and venues of Sights and any changes thereto. The dates and frequency of Sights Suppliers, which estimates shall be set forth in one Sight Location may vary from time each purchase order issued by Purchaser to time from the dates of Sights in other Sight LocationsSuppliers pursuant to Section 4.2, provided that such estimates shall not be binding on Purchaser. 2.2 A Sightholder or Accredited Buyer (as the case may be) shall submit a request 4.2 Unless otherwise agreed in writing, for the Boxes which it wishes purpose of ordering Door Visors , Purchaser shall issue a purchase order to Suppliers containing (i) a firm order for Door Visors for a specified period as agreed between Purchaser and Suppliers and (ii) a requested delivery date for such Door Visors. Each purchase order shall be sent by telex or facsimile, at a Sight not less than fourteen (14) 20 days before the first day requested date of delivery of Door Visors by Suppliers to Purchaser, and two copies of each such Sight or such other date as is notified purchase order duly signed by GSS from time Purchaser shall be immediately mailed by Purchaser to timeSuppliers. 2.3 No less than two (24.3 Suppliers shall notify Purchaser, by telex or facsimile, within five(5) business days prior to from the commencement date of the relevant Sightpurchase order, GSS shall notify the Sightholder or Accredited Buyer (as the case may be) as to whether or not Suppliers accept such purchase order and one copy of each purchase order shall be duly counter-signed and immediately returned by Supplier to Purchaser. Suppliers shall accept any or all purchase order if the quantities of the Boxes Door Visors specified in such purchase order do not grossly exceed the estimated quantities of the Door Visors specified in the Sightholder purchase order last issued by Purchaser to Suppliers pursuant to Section 4.2. 4.4 Each individual purchase agreement for the Door Visors shall become effective between Purchaser and Suppliers upon the acceptance by telex or Accredited Buyer’s (as facsimile by Suppliers, in accordance with Section 4.3. of a purchase order issued by Purchaser pursuant to Section 4.2. 4.5 If, at any time during the term of this Agreement, Suppliers are unable to manufacture and supply the full amount of the total quantity of Door Visors specified in the applicable purchase order issued by Purchaser and accepted by Suppliers, then, Suppliers will promptly advise Purchaser of the situation and steps, if any, which Suppliers propose to take to correct the deficiencies. Purchaser shall discuss with Suppliers and determine the quantity which will be supplied to Purchaser, the delivery schedule, and the manner and means of delivery to Purchaser. giving due consideration to such situation, the Suppliers' proposal on the steps to be taken and the results of such, discussion. Purchaser and Suppliers shall be bound by such determination of Purchaser. 4.6 Notwithstanding Section 4.5, the amount of all additional costs and any loss or damage incurred by Purchaser resulting from Suppliers' failure to deliver Door Visors in accordance with the applicable purchase order issued by Purchaser and accepted by Suppliers, shall be borne by Suppliers and in the case may be) Box request are available. For the avoidance of doubtany loss or damage, such notification shall only include those Boxes applied for promptly paid by the Sightholder or Accredited Buyer (as the case may be) under Condition 2.2 and shall not require the Sightholder or Accredited Buyer (as the case may be) Suppliers to offer to purchase any Boxes not applied forPurchaser upon demand. 2.4 GSS will determine4.7 The details of purchase procedures for Door Visors including manners of packing, packaging and loading of Door Visors, and notify the Sightholder or Accredited Buyer (as the case may be) of, the venue quantities of the Sight at Door Visors of which the Boxes notified each quantity of Door Visors to the Sightholder or Accredited Buyer (as the case may be) as available under Condition 2.3 will be available for inspection ordered by the Sightholder or Accredited Buyer (as the case may be). At that Sight, the Sightholder or Accredited Buyer (as the case may be) Purchaser hereunder shall be entitled to offer to purchase (at the price notified by GSS) all or any of the Boxes made available for inspection at that Sight. Acceptance by GSS of the Sightholder or Accredited Buyer’s (as the case may be) offer shall create a binding Contract. 2.5 The Sightholder or Accredited Buyer (as the case may be) may decide not to offer to purchase any or all of the Boxes made available for inspection. For Boxes containing Diamonds of above a size notified in writing by GSS from time to time (as well as for other Boxes as notified to the Sightholder or Accredited Buyer (as the case may be) from time to time), the Sightholder or Accredited Buyer (as the case may be) may reject up to a certain percentage of Diamonds by carat weight of the Box as determined in writing from time to time by GSS. The rejections will take place on the terms, and subject to conditions, as separately notified in writing from time to time by GSS. 2.6 A Sightholder or Accredited Buyer (as the case may be) multiples shall be responsible for: 2.6.1 complying with all labelling, marking, packaging, Box description and other applicable legal requirements set forth in the territory to which the Boxes are to be delivered; and 2.6.2 obtaining any necessary licences and paying all applicable duties, taxes, levies, penalties and other charges or fees of any kind in respect of the delivery of the Boxes and their resale by the Sightholder or Accredited Buyer (as the case may be); and 2.6.3 obtaining all necessary authorisations in terms of the Precious and Semi-Precious Stones (Protection) Act Cap 66:03 (as amended and/or replaced from time to time) for the purchase of rough or uncut diamonds,Purchase Procedures Manual.

Appears in 1 contract

Samples: Purchase Agreement (Glas-Aire Industries Group LTD)

Purchase Procedures. 2.1 GSS The Company shall from time purchase such Securities at a Purchase Price equal to time notify the Sightholder Accreted Principal Amount for such series of Securities, plus accrued and unpaid interest for such series of Securities (including Contingent Interest) to, but excluding, the Purchase Date (the "PURCHASE PRICE") upon: (a) delivery to the Paying Agent by the Holder of a written notice of purchase (which shall be in substantially the form included in Exhibit A-1 hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or Accredited Buyer (as in any other written form and, in the case of Global Securities, may bebe delivered electronically or by other means in accordance with the Depositary's customary procedures) of the dates and venues exercise of Sights and such rights (a "PURCHASE NOTICE") to any changes theretoPaying Agent at any time prior to the close of business on the Business Day immediately preceding the Purchase Date for such series of Securities; PROVIDED that, if a Holder of any Security fails to indicate in such Purchase Notice its election to withdraw such Purchase Notice or receive Cash in the event that the Company elects, pursuant to Section 12.03, to pay the Purchase Price, in whole or in part, in shares of Common Stock but such portion of the Purchase Price shall ultimately be paid to such Holder entirely in Cash because any of the conditions to payment of the Purchase Price in shares of Common Stock is not satisfied prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Date, as set forth in Section 12.03, such Holder shall be deemed to have elected to receive Cash; and (b) delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor; PROVIDED, HOWEVER, that such Purchase Price shall be so paid pursuant to this Article only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The dates and frequency of Sights in one Sight Location may vary from time to time Company shall purchase from the dates Holder thereof, pursuant to this Article, a portion of Sights a Security if the Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Article shall be consummated by the payment of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security as set forth in other Sight Locations. 2.2 A Sightholder Section 12.05. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 12.02 shall have the right to withdraw such Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.04. The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or Accredited Buyer (as written notice of withdrawal thereof. Anything herein to the contrary notwithstanding, in the case of Global Securities, any Purchase Notice may be) shall submit a request be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Boxes which it wishes to purchase at a Sight not less than fourteen (14) days before applicable procedures of the first day of such Sight or such other date Depositary as is notified by GSS in effect from time to time. 2.3 No less than two (2) business days prior to the commencement of the relevant Sight, GSS shall notify the Sightholder or Accredited Buyer (as the case may be) as to whether or not any or all of the Boxes specified in the Sightholder or Accredited Buyer’s (as the case may be) Box request are available. For the avoidance of doubt, such notification shall only include those Boxes applied for by the Sightholder or Accredited Buyer (as the case may be) under Condition 2.2 and shall not require the Sightholder or Accredited Buyer (as the case may be) to offer to purchase any Boxes not applied for. 2.4 GSS will determine, and notify the Sightholder or Accredited Buyer (as the case may be) of, the venue of the Sight at which the Boxes notified to the Sightholder or Accredited Buyer (as the case may be) as available under Condition 2.3 will be available for inspection by the Sightholder or Accredited Buyer (as the case may be). At that Sight, the Sightholder or Accredited Buyer (as the case may be) shall be entitled to offer to purchase (at the price notified by GSS) all or any of the Boxes made available for inspection at that Sight. Acceptance by GSS of the Sightholder or Accredited Buyer’s (as the case may be) offer shall create a binding Contract. 2.5 The Sightholder or Accredited Buyer (as the case may be) may decide not to offer to purchase any or all of the Boxes made available for inspection. For Boxes containing Diamonds of above a size notified in writing by GSS from time to time (as well as for other Boxes as notified to the Sightholder or Accredited Buyer (as the case may be) from time to time), the Sightholder or Accredited Buyer (as the case may be) may reject up to a certain percentage of Diamonds by carat weight of the Box as determined in writing from time to time by GSS. The rejections will take place on the terms, and subject to conditions, as separately notified in writing from time to time by GSS. 2.6 A Sightholder or Accredited Buyer (as the case may be) shall be responsible for: 2.6.1 complying with all labelling, marking, packaging, Box description and other applicable legal requirements in the territory to which the Boxes are to be delivered; and 2.6.2 obtaining any necessary licences and paying all applicable duties, taxes, levies, penalties and other charges or fees of any kind in respect of the delivery of the Boxes and their resale by the Sightholder or Accredited Buyer (as the case may be); and 2.6.3 obtaining all necessary authorisations in terms of the Precious and Semi-Precious Stones (Protection) Act Cap 66:03 (as amended and/or replaced from time to time) for the purchase of rough or uncut diamonds,

Appears in 1 contract

Samples: Indenture (DST Systems Inc)

Purchase Procedures. 2.1 GSS If the Holders have the right to require the purchase of Securities pursuant to Section 12.01, the Company shall from time purchase such Securities for cash at a Purchase Price equal to time notify the Sightholder or Accredited Buyer (as the case may be) 100% of the dates Accreted Principal Amount thereof, plus accrued and venues unpaid interest (including Contingent Interest and Liquidated Damages, if any) to, but excluding, the Purchase Date (the "Purchase Price") (provided that if the Purchase Date is an Interest Payment Date, any accrued and unpaid interest, Contingent Interest or Liquidated Damages, shall be paid to the Holder of Sights and record as of the applicable Regular Record Date, rather than to the Holder presenting the Security for purchase), at the option of the Holder thereof, upon: (a) delivery to the Paying Agent by the Holder of a written notice of purchase (a "Purchase Notice") at any changes thereto. The dates and frequency of Sights in one Sight Location may vary from time to time from the dates opening of Sights in other Sight Locations. 2.2 A Sightholder or Accredited Buyer (as business on the case may be) shall submit a request for the Boxes which it wishes to purchase at a Sight not less than fourteen (14) days before the first day of such Sight or such other date as that is notified by GSS from time to time. 2.3 No less than two (2) business days 21 Business Days prior to a Purchase Date until the commencement close of business on such Purchase Date stating: (i) if a certificated Security has been issued, the certificate number of the relevant SightSecurity which the Holder will deliver to be purchased or if not, GSS shall notify the Sightholder or Accredited Buyer (such information as the case may be) as to whether or not any or all be required under applicable procedures of the Boxes specified in Depositary, (ii) the Sightholder or Accredited Buyer’s (as the case may be) Box request are available. For the avoidance of doubt, such notification shall only include those Boxes applied for by the Sightholder or Accredited Buyer (as the case may be) under Condition 2.2 and shall not require the Sightholder or Accredited Buyer (as the case may be) to offer to purchase any Boxes not applied for. 2.4 GSS will determine, and notify the Sightholder or Accredited Buyer (as the case may be) of, the venue portion of the Sight at Original Principal Amount of the Security which the Boxes notified Holder will deliver to the Sightholder be purchased, which portion must be $1,000 or Accredited Buyer an integral multiple thereof, and (as the case may beiii) as available under Condition 2.3 will be available for inspection by the Sightholder or Accredited Buyer (as the case may be). At that Sight, the Sightholder or Accredited Buyer (as the case may be) such Security shall be entitled to offer to purchase (at the price notified by GSS) all or any purchased as of the Boxes made available for inspection at that Sight. Acceptance by GSS of the Sightholder or Accredited Buyer’s (as the case may be) offer shall create a binding Contract. 2.5 The Sightholder or Accredited Buyer (as the case may be) may decide not applicable Purchase Date pursuant to offer to purchase any or all of the Boxes made available for inspection. For Boxes containing Diamonds of above a size notified in writing by GSS from time to time (as well as for other Boxes as notified to the Sightholder or Accredited Buyer (as the case may be) from time to time), the Sightholder or Accredited Buyer (as the case may be) may reject up to a certain percentage of Diamonds by carat weight of the Box as determined in writing from time to time by GSS. The rejections will take place on the terms, and subject to conditions, as separately notified in writing from time to time by GSS. 2.6 A Sightholder or Accredited Buyer (as the case may be) shall be responsible for: 2.6.1 complying with all labelling, marking, packaging, Box description and other applicable legal requirements in the territory to which the Boxes are to be deliveredthis Article 12; and 2.6.2 obtaining any (b) delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (together with all necessary licences and paying all applicable duties, taxes, levies, penalties and other charges or fees of any kind in respect endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Article only if the Security so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. The Company shall purchase from the Holder thereof, pursuant to this Article, a portion of a Security if the Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Article shall be consummated by the payment of the Purchase Price to be received by the Holder in cash promptly following the later of the Purchase Date and the time of delivery of the Boxes and their resale by the Sightholder or Accredited Buyer (Security as the case may be); and 2.6.3 obtaining all necessary authorisations set forth in terms of the Precious and Semi-Precious Stones (Protection) Act Cap 66:03 (as amended and/or replaced from time to time) for the purchase of rough or uncut diamonds,Section 12.04.

Appears in 1 contract

Samples: Indenture (Wells Fargo & Co/Mn)

Purchase Procedures. 2.1 GSS shall from time to time notify In the Sightholder or Accredited Buyer (as the case may be) event of the dates purchase of Landlord’s interest in the Premises by Tenant pursuant to any provision of this Lease, the terms and venues of Sights and any changes thereto. The dates and frequency of Sights in one Sight Location may vary from time to time from the dates of Sights in other Sight Locationsconditions set forth below shall apply. 2.2 A Sightholder or Accredited Buyer (as a) On the case may be) shall submit a request for the Boxes which it wishes to purchase at a Sight not less than fourteen (14) days before the first day of such Sight or such other closing date as is notified by GSS from time to time. 2.3 No less than two (2) business days prior to the commencement of the relevant Sight, GSS shall notify the Sightholder or Accredited Buyer (as the case may be) as to whether or not any or all of the Boxes specified in the Sightholder or Accredited Buyer’s (as the case may be) Box request are available. For the avoidance of doubt, such notification shall only include those Boxes applied for by the Sightholder or Accredited Buyer (as the case may be) under Condition 2.2 and shall not require the Sightholder or Accredited Buyer (as the case may be) to offer to purchase any Boxes not applied for. 2.4 GSS will determine, and notify the Sightholder or Accredited Buyer (as the case may be) of, the venue of the Sight at which the Boxes notified to the Sightholder or Accredited Buyer (as the case may be) as available under Condition 2.3 will be available for inspection by the Sightholder or Accredited Buyer (as the case may be). At that Sight, the Sightholder or Accredited Buyer (as the case may be) shall be entitled to offer to purchase (at the price notified by GSS) all or any of the Boxes made available for inspection at that Sight. Acceptance by GSS of the Sightholder or Accredited Buyer’s (as the case may be) offer shall create a binding Contract. 2.5 The Sightholder or Accredited Buyer (as the case may be) may decide not to offer to purchase any or all of the Boxes made available for inspection. For Boxes containing Diamonds of above a size notified in writing by GSS from time to time (as well as for other Boxes as notified to the Sightholder or Accredited Buyer (as the case may be) from time to time), the Sightholder or Accredited Buyer (as the case may be) may reject up to a certain percentage of Diamonds by carat weight of the Box as determined in writing from time to time by GSS. The rejections will take place on the terms, and subject to conditions, as separately notified in writing from time to time by GSS. 2.6 A Sightholder or Accredited Buyer (as the case may be) shall be responsible for: 2.6.1 complying with all labelling, marking, packaging, Box description and other applicable legal requirements in the territory to which the Boxes are to be delivered; and 2.6.2 obtaining any necessary licences and paying all applicable duties, taxes, levies, penalties and other charges or fees of any kind in respect of the delivery of the Boxes and their resale by the Sightholder or Accredited Buyer (as the case may be); and 2.6.3 obtaining all necessary authorisations in terms of the Precious and Semi-Precious Stones (Protection) Act Cap 66:03 (as amended and/or replaced from time to time) fixed for the purchase of rough Landlord’s interest in the Premises: (i) Tenant shall pay to Landlord, in lawful money of the United States, by wire transfer of immediately available funds, at Landlord’s address hereinabove stated or uncut diamonds,at any other place in the United States which Landlord may designate, the purchase price; and (ii) (ii) Landlord shall execute and deliver to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord’s interest in the Premises subject to, (A) Permitted Encumbrances (except free of the lien of any Mortgage if the purchase is under Section 13), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Premises after the Effective Date which shall not have been created or caused by Landlord, and (C) all Applicable Laws then in effect. In the case of a purchase of Landlord’s interest in the Premises by Tenant pursuant to Section 13, Landlord shall also pay to Tenant the net condemnation award, when received, if any. (b) Tenant shall pay all costs, charges and expenses of Landlord and Mortgagee incident to such transfer, including, without limitation, all recording fees, attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes. (c) Tenant shall pay all Fixed Rent and Additional Rent due and payable up to an including the date Tenant purchases Landlord’s interest in the Premises. (d) If Tenant elects to acquire the Premises by assuming Landlord’s Mortgage, it must first obtain the Mortgagee’s consent, and if so approved, then it must pay for Mortgagee’s assumption and transactional costs.

Appears in 1 contract

Samples: Sublease Agreement (Sema4 Holdings Corp.)