Terms of Purchase and Sale a. For residential customers, the RFG capacity may not exceed twenty (20) kilowatts alternating current, and for non-residential customers, the RFG capacity may not exceed one (1) megawatt alternating current. The total connected capacity of all generators shall not exceed 1.0% of the Cooperative’s Virginia peak-load forecast for the previous year.
b. For general purposes, the Customer’s tariff shall be that tariff under which Customer would be served if Customer were not a net energy metering customer (the Customer’s standard tariff). Time-of-use net metering is not permitted under an electricity supply service tariff having no demand charges.
c. Over the Billing Period, electricity generated by Customer’s RFG shall be metered and shall be netted against the electricity supplied to Customer by Cooperative. Customer shall receive a Billing Period Credit in any Billing Period in which the quantity of electricity generated and fed back into the electric grid by Customer’s RFG exceeds the electricity supplied to Customer for the Billing Period.
d. For any Billing Period in which generation exceeds consumption, producing a Billing Period Credit, the monthly charge shall be based only on the fixed charges of Customer’s standard tariff. Customer must pay only the nonusage sensitive charges for any Billing Period in which a Billing Period Credit exists. If Customer is under a time-of-use tariff with net metering, Excess Generation is determined separately for each time-of-use tier. Customer must pay only the demand charges and the nonusage sensitive charges in any Billing Period when there are credits in all tiers for that Billing Period.
e. Billing Period Credits will be carried forward and applied to offset future consumption charges within the Net Metering Period. Billing Period Credits shall be accumulated, carried forward, and applied at the first opportunity to any Billing Periods having positive net consumptions (by tiers, in the case of time-of-use customers).
f. Customer shall be solely responsible for complying with any and all other requirements of federal, state, or local law or regulation regarding the operation or maintenance of its RFG. Cooperative shall not be responsible for any additional costs related to ensuring the RFG’s compliance with any legal or regulatory requirements.
Terms of Purchase and Sale. (a) In the event that the Nortel Member shall desire to sell all of its Membership Interest to the Willxxxx Xxxber pursuant to Sections 19.4(a), 19.4(b), 19.4(d), or a portion of its Membership Interest pursuant to Section 19.4(g) the Nortel Member may, by written notice (the "Put Notice") to the Willxxxx Xxxber, demand that the Willxxxx Xxxber purchase all, but not less than all (except in the case of a sale pursuant to Section 19.4(g)) of the Nortel Member's Membership Interest for a purchase price (the "Put Purchase Price") equal to the fair market value of the Nortel Member's Membership Interest or such portion of the Nortel Member's Interest, as the case may be, as determined by an investment banking firm of international reputation mutually agreed upon by the Willxxxx Xxxber and the Nortel Member using the Valuation Methodology the cost of such valuation to be borne by (i) the Company if pursuant to Sections 19.4(a), (ii) the defaulting entity if pursuant to Section 19.4(d), (iii) the Willxxxx Xxxber if pursuant to Section 19.4(b), or (iv) as provided by the last sentence of Section 19.3(a) if pursuant to Section 19.4(g). The Nortel Member may withdraw its Put Notice after the determination of the Put Purchase Price; provided, however, that in such event the Nortel Member will pay the fees and expenses of the investment banking firm; and provided, further, that the Nortel Member may not make another Put Notice arising from the same event or based on the same provision hereof until a period of six months has elapsed from the time of giving the previous Put Notice. The Put Notice shall set forth the date (the "Put Closing Date") on which such purchase shall occur, which date shall be not less than 120 days after the date of the Put Notice. On the Put Closing Date, the Willxxxx Xxxber (or in the sole discretion of the Willxxxx Xxxber, an Affiliate of the Willxxxx Xxxber or the Company) shall purchase all, but not less than all (except in the case of a sale pursuant to Section 19.4(g)), the Nortel Member's Membership Interest and shall pay to the Nortel Member the Put Purchase Price as provided in Section 19.5(c) and the Nortel Member shall execute and deliver to the Willxxxx Xxxber (or such Affiliate or the Company) such instruments, documents and agreements as the Willxxxx Xxxber may reasonably request to effectuate such Transfer.
(b) In the event that the Willxxxx Xxxber shall desire to purchase the Nortel Member's Membership Interest pursuant to Sect...
Terms of Purchase and Sale. The purchase price for the Premises shall be Sixty One Million and NO/100 Dollars ($61,000,000.00) (the "Purchase Price"), payable by Purchaser to Sellers as follows:
2.1. The sum of One Million Four Hundred Fifty Thousand and NO/100 Dollars ($1,450,000.00) (the "Deposit") shall be paid by Purchaser on or before Monday, September 30, 1996 by wire transfer of immediately available funds to an account designated by Lawyers Title Insurance Corporation, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, as escrow agent ("Escrow Agent"). Escrow Agent shall maintain the Deposit in an interest bearing account subject to the provisions of Section 13. Escrow Agent shall not disburse the Deposit except in accordance with the terms of this Agreement. At the Closing (as hereinafter defined), the Deposit shall be paid by Escrow Agent to Sellers by wire transfer of immediately available funds. In the event that this transaction is not consummated, the Deposit shall be paid as provided in Sections 8 and 13 of this Agreement. Purchaser shall be entitled to a credit for any interest earned on the Deposit unless the Deposit is forfeited, in which event interest shall be paid to Sellers. If for any reason Escrow Agent does not confirm its receipt of the Deposit by executing this Agreement on or before Monday, September 30, 1996, this Agreement shall be cancelled and shall be deemed null and void, ab initio.
2.2. The balance of the Purchase Price ($59,550,000.00) shall be paid by Purchaser to Sellers at the Closing (as hereinafter defined), as follows:
(a) The sum of Fifty Three Million Five Hundred Fifty Thousand and NO/100 Dollars ($53,550,000.00), plus the Stock Price Adjustment Amount (as hereinafter defined), if any, shall be paid by Purchaser in cash by wire transfer of immediately available funds to an account or accounts designated in writing by Sellers;
(b) Xxxxxx shall deliver to Sellers (i) a promissory note executed by Xxxxxx in the amount of Three Million and NO/100 Dollars ($3,000,000), plus or minus any closing adjustments made pursuant to Section 9, in the form of Exhibit D, attached hereto and incorporated herein by reference (the "Note"); and
(c) Purchaser shall deliver to Sellers the lesser of (i) 500,000 shares of the common stock, par value $0.001, of Xxxxxx (the "Xxxxxx Common Stock") or (ii) that number of shares of Xxxxxx Common Stock that is equal to the number determined by dividing $3,000,000 by the Per Share Market Price (such number of shares of Xxxxxx Common ...
Terms of Purchase and Sale. (a) The Series A Debentures have been offered and will be sold to the Holder pursuant to a private placement in exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act").
(b) Effective at the Closing (as defined below), the Holder will exchange the aggregate principal amount of Old Debentures set forth on Schedule 1 hereto for the aggregate principal amount of New Debentures (having the original issue discount) set forth on Schedule 1 hereto. Upon such exchange, Holder hereby sells, transfers, assigns and conveys unto JI, its successors and assigns, and JI shall receive and accept all right, title and interest of Holder in, to, under and in respect of the Old Debentures.
(c) The New Debentures being issued pursuant to Section 1(b) above pursuant to the Exchange are being issued to refinance the Old Debentures for the New Debentures and constitute "Refinancing Indebtedness" as defined in the Old Indenture relating to the Old Debentures.
(d) Holder (including subsequent transferees of the Series A Debentures) will have the registration rights set forth in the Registration Rights Agreement, dated as of April 2, 1997, by and among JI, Holder and other holders of Old Debentures (the "Registration Rights Agreement") for so long as such Series A Debentures constitute "Transfer Restricted Securities" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, JI will agree to file with the Securities and Exchange Commission (the "Commission") under the circumstances set forth therein, (i) a registration statement under the Act (the "Exchange Offer Registration Statement") relating to (A) JI's 11 3/4% Series B Senior Subordinated Discount Debentures due 2009 (the "Series B Debentures" and, together with the Series A Debentures, the "New Debentures") to be offered in exchange for the Series A Debentures (such offer to exchange being referred to as the "Registered Exchange Offer") and/or (ii) a shelf registration statement pursuant to Rule 415 under the Act (the "Shelf Registration Statement" and together with the Exchange Offer Registration Statement, the "Registration Statements") relating to the resale by certain holders of the Series A Debentures, and to use their best efforts to cause such Registration Statements to be declared effective.
Terms of Purchase and Sale. Subject to the terms of this Agreement including (without limitation) Section 10.5, as full consideration for the sale, transfer, conveyance, assignment and delivery of the Purchased Assets and the execution and delivery of the Transaction Documents by Seller to Buyer, Buyer will assume the Assumed Liabilities and deliver the following:
(a) At Closing, Buyer will deliver to Seller One Million Dollars ($1,000,000) in cash;
(b) Subject to terms and conditions of this Agreement including (without limitation) Section 10.5, Buyer will deliver the Milestone Payment (as defined below) on the date(s) and in the manner and amount set forth in Section 2.2 of this Agreement;
(c) Subject to terms and conditions of this Agreement including (without limitation) Section 10.5, Buyer will deliver certain royalties relating to Excellarate on the date(s) and in the manner and amount set forth in Section 2.3 of this Agreement; and
(d) Subject to terms and conditions of this Agreement including (without limitation) Section 10.5, Buyer will issue and deliver the Warrants on the date and in the manner and amount set forth in Section 2.4 of this Agreement.
Terms of Purchase and Sale. 1
1.01. SALE OF THE STOCK 1 1.02. THE CLOSING 2 1.03. PURCHASE PRICE AND PAYMENT 3 1.04. CLOSING BALANCE SHEET; TRUE-UP PAYMENT 5 ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLERS 8 2.01. CAPITALIZATION 8 2.02. ORGANIZATION; SUBSIDIARIES 9 2.03. CORPORATE POWER AND AUTHORITY; EFFECT OF AGREEMENT 9 2.04. FINANCIAL STATEMENTS 9 2.05. ABSENCE OF CERTAIN CHANGES OR EVENTS 10 2.06. ASSETS AND PROPERTIES 11 2.07. INTELLECTUAL PROPERTY 12 2.08. COMMITMENTS 15 2.09. LITIGATION 18 2.10. COMPLIANCE WITH LAWS 18 2.11. EMPLOYEE BENEFIT PLANS 18 2.12. ENVIRONMENTAL MATTERS 24 2.13. CONSENTS 27 2.14. TAXES 27 2.15. FEES 30 2.16. SIGNIFICANT CUSTOMERS AND SUPPLIERS 30 2.17. INTERCOMPANY TRANSACTIONS 30 2.18. INSURANCE 30 2.19. YEAR 2000 31 2.20. SOLE REPRESENTATIONS AND WARRANTIES 31 ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER 32 3.01. ORGANIZATION 32 3.02. CORPORATE POWER AND AUTHORITY; EFFECT OF AGREEMENT 32 3.03. CONSENTS 32 3.04. AVAILABILITY OF FUNDS 33 3.05. PURCHASE FOR INVESTMENT 33 3.06. FEES 33 3.07. REGISTRATION RIGHTS 33 3.08. SOLE REPRESENTATIONS AND WARRANTIES 33 ARTICLE IV COVENANTS 33 4.01. COMPLIANCE WITH ANTITRUST LAWS; REGULATORY AND OTHER CONSENTS 33 4.02. CONDUCT OF BUSINESS 34 4.03. ACCESS 35 4.04. NO SOLICITATION 36 4.05. FURTHER ASSURANCES 36 4.06. CONFIDENTIALITY AGREEMENTS 36 4.07. NOTICE 36 4.08. CONFIDENTIALITY 37 4.09. RESPONSIBILITY FOR TAXES; RETURNS; AUDITS 37 4.10. COOPERATION WITH PUBLIC FILINGS 43 4.11. CASH MANAGEMENT; FINANCING ARRANGEMENTS 44 4.12. NON-COMPETITION AGREEMENT 44 4.13. RULE 144 REPORTING 45 4.14. PARENT GUARANTY 46 4.15. EXHIBIT AND SCHEDULE COMPLETION; TAX MATTERS 46
Terms of Purchase and Sale. 1.1 Purchase and Sale of Shares of the Company 1.2 The Closing 1.3 Purchase Price 1.4 The Note
Terms of Purchase and Sale. (a) Upon the timely and valid exercise of the Put by the Requisite Holders in accordance with Section 4 above, this Agreement shall constitute an agreement of purchase and sale pursuant to which the Shareholders agree absolutely and unconditionally to sell, transfer, assign, convey and deliver to Mimvi (“Transfer”), and Mimvi agrees to absolutely and unconditionally purchase and acquire from the Shareholders, the Put Shares for the Purchase Price per Share. Upon the Transfer of the Put Shares pursuant to the terms of this Agreement, each Shareholder shall transfer and warrant good and marketable title and interest in and to his or her respective Put Shares and shall convey all such Put Shares to Mimvi free and clear of all Liens.
(b) The closing ("Closing") for the Transfer of the Put Shares from the Shareholders to Mimvi contemplated herein shall be held at the principal office of Mimvi, on or before the date (the "Closing Date") that is five (5) days following the Put Date. At the Closing, the parties hereto shall execute, acknowledge, verify and deliver any and all documents and/or agreements reasonably necessary to effectuate the transfer of the Put Shares to Mimvi, including delivery of certificates representing the Put Shares and Mimvi shall pay to each Shareholder an amount equal to (x) such Shareholder’s Put Shares multiplied by (y) the Purchase Price per Share. All payments due hereunder shall be paid in lawful money of the United States of America which shall be legal tender in payment of all debts and dues, public and private, in immediately available funds, without offset, deduction, or recoupment. Any payment by check or draft shall be subject to the condition that any receipt issued therefore shall be ineffective unless the amount due is actually received by the Shareholder.
Terms of Purchase and Sale. 1.1 Upon the terms and subject to the conditions of this Agreement, Seller sells to Buyer, and Buyer purchases from Seller, the stock for a purchase price of $1.00.
Terms of Purchase and Sale. (a) Following the delivery of the Linde Election Notice, the Company (or if the purchase is structured as a purchase of Capital Stock, the Company or the holders of a majority of the outstanding Capital Stock, or both (individually and collectively, the “Seller”)) and Linde shall endeavor to enter into a definitive purchase agreement (the “Definitive Purchase Agreement”) providing for the purchase by Linde of the Company on the terms and subject to the conditions set forth in the IG Offer Notice (subject to Section 6.3), and the closing of the purchase shall take place within five Business Days after receipt of all regulatory approvals without which the purchase may not be legally consummated, but in any event within nine months of the date of the signing of the Definitive Purchase Agreement (the day that is nine months from the date of signing of the Definitive Purchase Agreement, the “Outside Closing Date”). The Seller may at any time prior to executing the Definitive Purchase Agreement determine not to proceed with the proposed transaction, in which event the transaction shall be abandoned and the Company may not be sold to an IG Company without first complying with the provisions of this Section 6.
(b) The Seller and Linde shall negotiate in good faith the terms of a Definitive Purchase Agreement and any ancillary agreements related thereto, and if the Seller and Linde fail to enter into a Definitive Purchase Agreement within 45 days following the Linde Election Date (such 45th day, the “End Date”), then the Definitive Purchase Agreement shall be deemed to have been rejected by Linde. In that event, for a period of six months following the End Date the Seller shall be free to enter into a definitive purchase agreement with the IG Company, in a form no less favorable to the Seller than the form last proposed by the Seller and rejected or deemed rejected by Linde, and for a purchase price (determined as set forth in Section 6.2, if applicable) which is not less than the purchase price set forth in the IG Offer Notice, and the Seller shall have nine months following the entry into such definitive purchase agreement to consummate the purchase thereunder. If a definitive purchase agreement complying with the terms of this paragraph (b) is not entered into with the IG Company within such six-month period, or the purchase thereunder is not consummated within such nine-month period, then the rights of Linde provided in this Section 6 shall be deemed to be revi...
