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Seller Notice Sample Clauses

Seller NoticeSeller shall deliver prompt written notice to Purchaser upon Seller gaining actual knowledge (and not any constructive or imputed knowledge) that (i) any of Seller's representations or warranties expressly provided for in Section 9.1 have become false or incorrect in any material respect, or (ii) any of Seller's covenants as expressly provided for in this Agreement have been breached by Seller in any material respect.
Seller Notice. Seller has previously delivered to the Company the notice contemplated by Section 2 of the Stockholder Agreement, in the form attached hereto as Exhibit A (such notice, the “Seller Notice”).
Seller Notice. The Seller hereby gives notice to the Buyer that the Seller has created or will create, pursuant to the Security Documents, Security Interests in favour of the Financier over (amongst other things) all of the Seller’s present and future right, title, benefit and interest in and to the Contract. The Buyer expressly acknowledges and agrees that it has received the notice referred to in clause 4.2(a). Buyer consents, acknowledgments and confirmations The Buyer consents to the Seller entering into the Security Documents and granting the Security Interests in favour of the Financier, including Security Interests over the Seller’s right, title and interest in the Contract. Despite anything else in the Contract, the Buyer acknowledges and agrees that the entry into the Security Documents and this deed by the Seller (or the Contract being subject to a Security Interest) and the exercise of any Power under any Security Document or the Finance Documents generally (including the appointment of any Enforcing Party) will not of itself contravene or constitute an Event of Default under the Contract or entitle the Buyer to exercise any Power under the Contract (including a right to Terminate) other than any Power under clause 2.2 of the Code of Common Terms. Each of the Buyer and the Seller agrees that the Financier and an Enforcing Party: are entitled to a copy of the Contract (including, without limitation, the Unit Price) and this deed (and any correspondence and notices in relation to the Contract and this deed which must be provided to the Financier in accordance with the terms of this deed) (the “Disclosure Material”); and may provide a copy of the Disclosure Material to any bona fide proposed purchaser or assignee of any or all of the Seller’s assets (including any contracts or choses in action) or any equity interest in the Seller (and to their directors, office holders, officers, employees, contractors, agents, consultants and advisers) (“Proposed Purchaser”) and to any consultants or advisers engaged by the Financier or an Enforcing Party (each a “Disclosee”), provided that, if the Disclosure Material includes any Unit Price Information: the Disclosee has agreed with the Buyer to comply with confidentiality obligations at least as stringent as those contained in article 11 (“Confidential information”) of the Code of Common Terms prior to the disclosure of the Unit Price Information to that Disclosee; and
Seller NoticeSeller will ensure correct and accurate uploading of invoices on GSTN Portal before 10th of the subsequent month and also discharge the tax liability on or before 20th of subsequent month.
Seller NoticeIf to the Seller, to: Xxxxxx HRH, Inc. One World Financial Center 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: President Facsimile No.: (000) 000-0000 with a copy to: Xxxxxx North America Inc. 00 Xxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention: General Counsel Facsimile No.: (000) 000-0000 with a copy (which shall not constitute notice) to: Xxxxxx Xxxxxxxx LLP 3000 Two Xxxxx Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 Attention: Xxxxxxx Xxxxxx, Xx. Xxxxx X. Xxxxxx Facsimile No.: (000) 000-0000

Related to Seller Notice

  • NOTICE TO BUYER Do not sign this agreement before you read it or if it contains any blank spaces. This is a legal instrument. All pages of this contract are binding. Read both sides of all pages before signing. You are entitled to an exact copy of the agreement, school catalog, and any other papers you may sign, and are required to sign a statement acknowledging receipt of those.

  • Transfer Notice At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. (ii) The Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).

  • Notice to Purchaser DO NOT SIGN THIS CONTRACT UNTIL YOU READ IT OR IF IT CONTAINS BLANK SPACES.

  • Seller’s Closing Deliveries Seller shall have delivered to Purchaser the following at Closing: (a) the Assignment, the Bill xx Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser; (b) copies of the Records which Purchaser may reasonably request; (c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement; (d) a certificate of good standing of Seller from the Secretary of State of Georgia; (e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction; (f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date; (g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied; (h) an opinion of Jamex X. Xxxx, Xx., Xxq., counsel to Seller, in form and substance reasonably acceptable to Purchaser; (i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank; (j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and (k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • Sale Notice Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

  • Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, 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 Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

  • Seller Closing Deliverables Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.

  • 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: 5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as Exhibit C. 5.2.3 Two (2) originals of a General Assignment in the form attached as Exhibit D (the "General Assignment"). 5.2.4 Two (2) originals of an Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). 5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). 5.2.6 Seller's closing statement. 5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.8 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction. 5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.