SALE PROVISIONS Sample Clauses

SALE PROVISIONS. (a) Any sale of the Vessel effected under this Mortgage, whether by foreclosure or otherwise, shall operate to divest all right, title, interest or claim of the Mortgagor in and to the Vessel enforceable by the Mortgagor and by all Persons laying claim to the Vessel through the Mortgagor. (b) In any sale of the Vessel under this Mortgage the purchaser shall not be bound to enquire or to establish whether or not the power of sale has arisen or become exercisable, nor as to the propriety and regularity of such sale, nor shall any such purchaser or purchasers be affected by notice that such sale was or is unnecessary or improper and, notwithstanding any impropriety or irregularity, any such sale shall, as regards the protection of the Vessel and the purchaser's title thereto, be deemed valid and effectual; the only remedy of the Mortgagor in respect of any alleged impropriety or irregularity shall be for damages against or from the Mortgagee. (c) Upon any sale of the Vessel effected under this Mortgage the receipt of the Mortgagee or of the court officer conducting any such sale for the purchase money and any other moneys so paid shall be a full and sufficient discharge to any purchaser and no such purchaser, or his representatives, successors or assigns, after paying such moneys and receiving such receipt, shall be concerned with the application of such moneys to any purpose of this Mortgage or in any manner be answerable for any loss, mis-application or non-application of any such moneys or any part thereof. (d) Upon completion of any non-judicial sale of the Vessel effected under this Mortgage, the Mortgagee shall execute and deliver to the purchaser a good and sufficient instrument in respect of the sale and transfer of the Vessel and for that purpose the Mortgagor hereby irrevocably appoints (coupled with the interest of the Mortgagee in this security) the Mortgagee to be its lawful attorney in its name and stead to execute all instruments and other documents in relation to any such sale PROVIDED ALWAYS that the Mortgagor shall, if so requested by the Mortgagee or any purchaser of the Vessel, confirm any sale by executing and forthwith delivering such instruments as may be designated in any such request.

SALE PROVISIONS. 3.1 Seller warrants that the conveyance of title to the Assets shall be good and its transfer rightful. All sales are made on an "AS IS, WHERE IS, AND WITH ALL FAULTS" BASIS, and SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSES, OR AS TO ANY OTHER MATTER WITH RESPECT TO THE ASSETS OR OF ANY INFORMATION FURNISHED BY SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, CONTINGENT, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. 3.2 Xxxxx assumes all risks arising out of and subsequent to the sale of Assets hereunder, including risk of loss, upon delivery by Xxxxxx. Upon delivery at Seller's premises set forth in Schedule A and thereafter, Buyer shall fully release, protect, indemnify, save and hold harmless Seller from and against any and all liability (including claims based upon strict liability, or any claims caused or contributed to by the sole, joint, comparative, or concurrent negligence [whether active or passive], fault, or any other theory of liability of Seller) to any and all persons for injury, sickness or death, or for property damage or for claims relating to, resulting from or arising out of the violation of any Governmental Requirements applicable to the Assets and/or Hazardous substances, and any response action pursuant to any Governmental Requirements applicable to, caused by or related to the Assets or by Hazardous Substances or other material in or on them, whether or not due to the negligence of Seller. THE OBLIGATIONS UNDER THIS SECTION INCLUDE LIABILITY FOR ANY REMEDIAL, CORRECTIVE AND/OR RESPONSE ACTIONS UNDERTAKEN PURSUANT TO OR IN ACCORDANCE WITH ANY AND ALL APPLICABLE ENVIRONMENTAL LAWS, INCLUDING CERCLA AND THE OIL POLLUTION ACT (OPA) AND ANY STATE LAW CONTERPARTS. THE INDEMNITIES SET FORTH IN THIS SECTION 4.2 CONSTITUTE A PRIVATE CONTRACTUAL ARRANGEMENT, ENFORCEABLE BETWEEN BUYER AND SELLER WITHOUT REGARD TO THE TERMS OF ANY DUTY EITHER MAY OWE TO ANY THIRD PARTIES, INCLUDING ANY GOVERNMENTAL ENTITY AND/OR UNDER ANY GOVERNMENTAL REQUIREMENT. Buyer acknowledges that its liability and indemnity obligations under this paragraph shall be without monetary limit to the fullest extent permitted by law.

SALE PROVISIONS. Farmee agrees not to assign, transfer, sell or otherwise dispose of all or any part of its interest under this Agreement, or in the Assets or in the Mutual Interest Lands, without, within a reasonable period of time prior to any proposed sale, offering the right to Farmor to assign, transfer, sell or otherwise dispose of all or part of its interest on the same terms. Farmee agrees to make the provisions of this clause binding on any third parties acquiring all or part of Farmee's interest hereunder.

SALE PROVISIONS. Any sale of the Vessel effected under this Mortgage, whether by foreclosure or otherwise, shall operate to divest all right, title, interest or claim of the Mortgagor in and to the Vessel enforceable by the Mortgagor and by all Persons laying claim to the Vessel through the Mortgagor.

SALE PROVISIONS. In the event Mortgagor sells or otherwise disposes of all or any part of the Premises in accordance with the provisions of this Mortgage, Mortgagee shall execute a full or partial release, as the case may be, of the lien of this Mortgage, from that part of the Premises sold or otherwise disposed of. The net sale proceeds or net proceeds of disposition shall be escrowed with an escrow agent reasonably satisfactory to Mortgagor and Mortgagee for the mutual benefit of Mortgagor and Mortgagee. Xxxxxxxxx shall be entitled to receive the monies held in escrow in accordance with the provisions of section 3.17 hereof. It is understood and agreed that section 3.17 shall only apply in the circumstances set forth in this section 3.16, and Xxxxxxxxx shall not have the right to substitute collateral for the Premises or any part thereof under any other circumstances, except as provided in sections 3.17 and 3.20 hereof.

SALE PROVISIONS. A Party who sells any Equity Securities pursuant to the provisions of this Agreement (the "Seller") shall be deemed to warrant to the other Party who purchases such Equity Securities (the "Buyer") that, at the time of closing of the transaction of purchase and sale in question, (a) the Seller shall have good and marketable title to such Equity Securities and (b) the Buyer will acquire such Equity Securities free and clear of any encumbrance of any kind, and in addition the Seller shall indemnify and save the Buyer harmless against any loss suffered by the Buyer as a result of there being any encumbrance upon or any defect in the title of the Seller to such Equity Securities.

SALE PROVISIONS application: The provisions of this Part 9 shall apply to any purchase and sale of an Interest between the Parties resulting from this Agreement, notwithstanding anything to the contrary contained in this Agreement.

SALE PROVISIONS. Landlord shall sell and Tenant shall buy the ---- ---------- Premises upon the terms set forth in this Section 8.2:

SALE PROVISIONS. (i) Unit Owner shall notify the Board of Directors in writing of his intention to sell or otherwise transfer his Unit. A copy of the contract for sale, together with such additional information as may be required by the Board, shall be delivered to the Board of Directors at least thirty (30) days prior to the date of transfer. The Association may collect a reasonable fee, as determined from time to time by the Board of Directors, in connection with the review and processing of the Unit transfer. Within ten (10) days after receipt of all information required, the Association shall provide a certificate of approval. Issuance of the certificate may be conditioned on payment of any and all assessments or other outstanding balances due to the association. The certificate of approval must be recorded with the deed or other document transferring the unit. (ii) It is not the intention of this Article to grant to the Association a right of approval or disapproval of purchasers or lessees. It is, however, the intent of this Article to impose an affirmative duty on the Owners to keep the Association fully advised of any changes in occupancy or ownership for the purposes of facilitating the management of the Association’s membership records. As this Article is a portion of the Declaration which runs with the land, any transaction which is conducted without compliance with this Article may be voidable by the Association.

SALE PROVISIONS. Section 1.01. On the terms and conditions of this Agreement, the Purchaser agrees to buy, and the IFC agrees to sell, fifty (50) Class "C" shares (the "Sale Shares"), each with a par value of 12,500 CFA Francs, in the capital of Societe des Mines de Syama S.A, a company organized under the laws of the Republic of Mali (the "Company"). The Purchaser shall pay IFC one Dollar (US$1.00) for all of the Sale Shares ("Sale Proceeds"), in immediately available funds, in the following account (the "Account"), as follows: Xxxxx Xxxxxx Xxxx & Xxxxx Xx., Xxxxxx XXX #000000000 Beneficiary Acct # (DDA) 34975607 FUND # C61V, IFC ESP Reference: Somisy, # 2429 MLI- Sale of shares Section 1.02. IFC makes no representation or warranty with respect to the Company, including without limitation, with respect to the Company's legal status, organization, management, operations, financial condition or business prospects. (a) The Purchaser shall pay the Sale Proceeds to the IFC on a date ("Closing Date") to be agreed but in any event before July 2, 2002. (b) On the Closing Date, upon confirmation of receipt in the Account of the Sale Proceeds in full, IFC shall with respect to the Sale Shares: (i) deliver or cause to be delivered to the Purchaser the share certificates representing the Sale Shares; and (ii) instruct its authorized representative to sign on its behalf and deliver to the Purchaser instruments of transfer with respect to such Sale Shares for registration by the Company in its transfer book and register of shareholders, at the Purchaser's cost and expense.