Resale Transactions Sample Clauses

Resale Transactions. If Customer acquires Products directly from a DocStar authorized reseller or distributor (“Reseller”) pursuant to an Order between Customer and the Reseller (i.e., not an Order between Customer and DocStar), and Reseller is responsible to invoice the same, then Customer’s payment arrangements with the Reseller govern, notwithstanding Sections 7.1 and 7.2 herein.
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Resale Transactions. If Customer acquires Products directly from an Epicor authorized reseller or distributor (“Reseller”) pursuant to an Order between Customer and the Reseller (i.e., not an Order between Customer and Epicor), and Reseller is responsible to invoice the same, then Customer’s payment arrangements with the Reseller govern, notwithstanding Sections 2.1 and 2.2 of these Master Terms or any payment terms included in a Product Supplement.
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Resale Transactions. Section 10.01. Resales Within 120 Days of the Delivery Date. Each -------------------------------------------- Lessee and each of Owner Participant, Initial Note Purchaser, Owner Trustee and Indenture Trustee agrees to effectuate the resale of the Notes in a transaction in accordance with Rule 144A under the Securities Act ("Rule 144A") and the reset of the interest rate on the Notes in connection with such resale, as soon as commercially feasible after the Delivery Date on the terms and subject to the conditions set forth herein and in Annex A attached hereto, which is hereby incorporated by reference and shall be binding upon the parties as if fully set forth herein, and, to the extent reasonably within its control, to cause the conditions to such reset and resale herein (including Annex A) to be met. In connection with such transaction, Initial Note Purchaser shall propose a Remarketing Date, and Lessees shall use commercially reasonable efforts to provide the Preliminary Offering Memorandum to Initial Note Purchaser on such date. After the Remarketing Date, Initial Note Purchaser and Lessees, acting on behalf of Owner Trustee, shall designate a mutually acceptable Repricing Date and Reset Rate, which rate, in their respective best judgments, will be sufficient to allow Initial Note Purchaser to resell the Notes at 100% of the principal amount thereof in a transaction in accordance with Rule 144A. On or prior to the Repricing Date, Initial Note Purchaser and Lessees, acting on behalf of Owner Trustee, shall determine the Reset Date, which date may be postponed by mutual agreement of Lessees and Initial Note Purchaser. Initial Note Purchaser and Lessees shall notify Owner Trustee and Owner Participant of such Reset Rate and Reset Date and any postponements thereof. On or prior to the Repricing Date, Lessees and Owner Participant shall adjust the schedules of Scheduled Rent, Lessor Interim Amount, Lessor Payment Amount, Stipulated Loss Value, Termination Value and EBO Amounts with respect to the Transponders and the amortization schedule of the Notes in accordance with
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Resale Transactions. Right to Re-sell - HubSpot grants Partner, subject to the limitations set forth below, a non-transferable, non-exclusive right to demonstrate and promote the Service to its prospects and customers and to sub-license the Service to its customers. HubSpot will provide limited sales support for Partner, such as occasional participation on a call with a prospect and Partner. Sub-License - Partner may sub-license the Service to its customer at a price decided by Partner, but only on the HubSpot Terms of Use at xxxx://xxx.xxxxxxx.xxx/terms-of-use/, as HubSpot may revise them from time to time. The resulting resale transaction will be between HubSpot and Partner, and HubSpot will require each end-user at the customer to agree to its click-through Terms of Use at xxxx://xxx.xxxxxxx.xxx/terms-of-use/. Partner shall place renewal and upgrade orders for its customers in the same manner, and such orders will be handled in accordance with this Section 4. Resale Orders - Partner shall place resale orders for the Service for its own account, specifying the terms of the Service ordered and providing information about its customer as requested by HubSpot. HubSpot shall, in its discretion, accept the order and provision the Service as requested by Partner for its customer. All such orders shall be solely subject to this Agreement, regardless of any additional or contradictory terms on such order. Payments - Partner shall have sole responsibility for invoicing and collecting fees for the Service from its customer. Partner’s obligation to pay fees to HubSpot is not conditioned upon Partner’s receipt of payment from its customer. Training and Support - HubSpot will provide online user training purchased by a resale customer. Partner will be responsible for all resale customer questions and requests for additional support or training for the Service. Partner may consult with HubSpot with regard to providing support to its resale customers, but HubSpot will not provide direct support to such customer unless HubSpot determines that it is necessary. HubSpot reserves the right to communicate directly with any customer about their use of the Service and any support issues they may have, if HubSpot determines that it is necessary. Direct Sales - Partner may also arrange for a customer to purchase the Service from HubSpot, and the resulting transaction will be handled as a referral under Section Error: Reference source not found. Educational Resources – HubSpot will make available to ...
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Resale Transactions. If Customer acquires Products directly from a Cincinnati Incorporated authorized reseller or distributor
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Related to Resale Transactions

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Fund/SERV Transactions If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply: The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or its designee with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”). Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party. On each day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (“Business Day”), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company by the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the “Close of Trading”) on the Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) (the “Fund/SERV Transactions Deadline”) on the Business Day following the Trade Date. All such aggregated orders communicated to the Fund or its designee by the Fund/SERV Transactions Deadline on the Business Day following the Trade Date shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be aggregated with Orders received by the Company prior to the Close of Trading on such Business Day and shall be communicated to BRIL or its designee as part of an aggregated order no sooner than after the FUND/SERV Transactions Deadline or such other time as may be agreed by the parties from time to time) the following Business Day. Cash settlement shall be transmitted pursuant to the normal NSCC settlement process. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to an account specified by the Company and agreed to by Fund Parties.

  • Principal Transactions In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

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