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.
Sample 1
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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.
Sample 1

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.

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser:

  • Depositor's Representations Depositor represents as follows:

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

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

  • Use of Seller’s Share of Collections The Seller shall apply the Seller’s Share of Collections to make payments in the following order of priority: (i) the payment of its expenses (including all obligations payable to the Purchasers, the Purchaser Agents and the Administrator under this Agreement and under the Purchaser Group Fee Letters), (ii) the payment of accrued and unpaid interest on the Company Note and (iii) other legal and valid corporate purposes.

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

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

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