Seller Elections Sample Clauses

Seller Elections. From January 1 2017, Seller shall have the right at any time and from time to time during the Term to elect to cease to supply all or any of the Buyer Plants or to elect to supply less than 80% of the Cement requirements of all or any of the Buyer Plants. Seller shall provide Buyer with written notice of any and each such election not less than 180 days prior to the effective date of such election and Seller agrees to cooperate with Buyer in a commercially reasonable manner to assist the Buyer to transition to an alternative supply. Any such election by Seller to cease or reduce its Cement supply to any Buyer Plant shall be subject to any firm quotes that Seller may have provided to Buyer in writing with respect to such Buyer Plant. If at any time during the Term Buyer re-opens any plant that had ceased using Cement due to its closure either prior to this Agreement or during the Term, Seller shall have the right and option to supply Cement to such plant under the terms and conditions of this Agreement. In each case Buyer shall promptly notify Seller in writing of the re-opening of a plant, and Seller shall notify Buyer of its election to supply such re-opened plant and its determination of the fair market price for Cement at such plant within 30 days of its receipt of notice from Buyer. Seller’s failure to timely provide Buyer notice of its election shall be deemed an election not to supply Cement to such re-opened Plant. Buyer shall have the right during the Term to terminate this Agreement in accordance with the terms of Section 5.18(c) of the Purchase Agreement.
View SourceView Similar (3)
Seller Elections. Any Seller may elect to treat; (i) amounts held by any Escrow Agent pursuant to Section 2.5 and (ii) Contingent Payments pursuant to Section 2.6, as contingent payments eligible to be reported under the installment method pursuant to Code Section 453 and any elections available to Sellers thereunder; provided, that this Section 2.9 shall not be a representation or warranty of Buyer that any such election is available or as to any other matter of Tax Law.
View Source

Related to Seller Elections

  • Pre-Closing Collections Within two (2) Business Days after the Closing Date the Seller shall transfer to the account or accounts designated by Ally Auto (or by the Issuing Entity under the Further Transfer Agreements) all collections on the Receivables held by the Seller on the Closing Date, and conveyed to Ally Auto pursuant to Section 2.01.

  • Seller Closing Deliveries No later than one (1) Business Day prior to the Closing Date, each Seller shall, with respect to each Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items: (a) The Deed for such Seller’s Property (including, if applicable, the Deed to be transferred to a Special Purpose Entity in accordance with Section 6.7). (b) A ▇▇▇▇ of Sale in the form attached as Exhibit C for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7. (c) A General Assignment in the form attached as Exhibit D (the “General Assignment”) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7. (d) An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7. (e) A letter in the form attached hereto as Exhibit G prepared by Purchaser and executed by each such Seller, notifying each of the Tenants at the applicable Property of the transfer of the Property to Purchaser (the “Tenant Notice”); (f) A closing statement executed by such Seller. (g) A title affidavit or at such Seller’s option an indemnity, as applicable, in the customary form reasonably acceptable to such Seller to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject such Seller to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (h) A certificate duly executed by each Seller stating that each Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act; provided, however, that if Seller is a disregarded entity for federal income tax purposes, the certificate shall be furnished by the person recognized as the taxpayer for federal income tax purposes; (i) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction; and (j) An updated Rent Roll; (k) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and the ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by the applicable Seller (or such other AIMCO-affiliated entity as Sellers may select); and (l) With respect to the Hibben Ferry I Apartments Property Closing, an assignment of 100% of such Seller’s ownership interests in Hibben Ferry Recreation, Inc., a South Carolina corporation.

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) ▇▇▇▇ of Sale. A ▇▇▇▇ of sale, substantially in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”), duly executed by Seller; and

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Seller’s Representations Seller represents and warrants to Buyer as follows: