Terms of Purchase; Closing Sample Clauses

Terms of Purchase; Closing. The closing of the purchase and sale of the Adverse Member’s interests shall occur on a date and time mutually agreeable to the Purchasing and the Adverse Members, which shall not be later than 10:00 A.M. (local time at the place of the closing) on the first Business Day occurring on or after the sixtieth day following the last day of the Election Period and at such place as is mutually agreeable to the Purchasing Members and Adverse Member, or upon the failure to agree, at the Company’s principal place of business. At the closing each Purchasing Member shall pay to the Adverse Member, by cash or other immediately available funds, that portion of the Buy-Sell Price of such Adverse Member’s interest that corresponds to a fraction, the numerator of which is the portion of the Aggregate Buy-Sell Price for which such Purchasing Member is liable, and the denominator of which is the Aggregate Buy-Sell Price, and the Adverse Member shall deliver to each Purchasing Member good title, free and clear of any liens, claims, encumbrances, security interests or options (other than those granted by this Agreement) to the portion of the Adverse Member’s interest thus Purchased. Each Purchasing Member shall be liable only for the Purchasing Member’s individual portion of the Buy-Sell Price to Adverse Member. In the event that any Purchasing Member shall fail to perform his obligation to purchase hereunder, and no other Purchasing Member elects to purchase the portion of the Adverse Member’s interest thus not purchased, such Adverse Member shall not be obligated to sell any portion of his interest to any Purchasing Member. At the closing the Members shall execute such documents and instruments of conveyance as may be necessary or appropriate to confirm the transactions contemplated hereby, including, without limitation, the Transfer of the Company interests of the Adverse Member to the Purchasing Members and the assumption by each Purchasing Member of each Adverse Member’s obligation with respect to the portion of the Adverse Member’s interest transferred to such Purchasing Member. The reasonable costs of such Transfer and closing, including, without limitation, attorneys’ fees and filing fees, shall be divided equally between the Adverse Member and the Purchasing Members. The price at which the interest of the Adverse Member is purchased and sold under this Section 10.03 (the “Buy-Sell Price” of such interest) is ninety percent (90%) of the Net Equity thereof, determined a...
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Terms of Purchase; Closing. The closing of the purchase and sale of the selling Members’ Membership Interests shall occur on a date and time mutually agreeable to the purchasing Members, which shall not be later than 10:00 P.M. (local time at the place of the closing) on the first Business Day occurring on or after the thirtieth (30th) day following the last day of the Election Period and at such place as is mutually agreeable to the Members, or upon a failure to agree, at the Company’s principal place of business. At the closing the purchasing Members shall pay to the selling Members, by cash or other immediately available funds, the Buy-Sell Price of such selling Members’ Membership Interest. The selling Members shall deliver to the purchasing Members good title, free and clear of any liens, claims, encumbrances, security interests, or options (other than those granted by this Operating Agreement). In the event that any purchasing Members shall fail to perform such Members’ obligation to purchase hereunder, the selling Members shall not be obligated to sell any portion of his interest to the purchasing Members. At the closing the Members shall execute such documents and instruments of conveyance as may be necessary or appropriate to confirm the transactions contemplated hereby, including, without limitation, the Transfer of the Membership Interest of the selling Members to the purchasing Members and the assumption by the purchasing Members of the selling Members’ obligations with respect to the Membership Interest. The reasonable costs of such transfer and closing, including, without limitation, attorneys’ fees and filing fees, shall be divided equally between the Members.
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Terms of Purchase; Closing. Unless Arch Member and ARCO Member otherwise agree, the closing of the purchase and sale of ARCO Member's Interest shall occur at the principal office of the Company at 10:00 a.m. (local time at the place of the closing) on the first Business Day occurring on or after the 60th day following the last day of the required advance written notice period (subject to the provisions of Section 7.7). At the closing, Arch Member shall pay to ARCO Member, by cash or other immediately available funds, the purchase price for ARCO Member's Interest and ARCO Member shall deliver to Arch Member good title, free and clear of any liens, claims, encumbrances, security interests or options (other than those created by this Agreement and those securing financing obtained by the Company), to the ARCO Member's Interest thus purchased. At the closing, the Members shall execute such documents and instruments of conveyance as may be necessary or appropriate to effectuate the transactions contemplated hereby, including the Transfer of the ARCO Member's Interest to Arch Member and the assumption by Arch Member of ARCO Member's obligations with respect to the ARCO Member's Interest Transferred to Arch Member. The Company and each Member shall bear its own costs of such Transfer and closing, including attorneys' fees and filing fees. The cost of determining Net Equity shall be borne by the Company.
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Terms of Purchase; Closing. (i) The closing of the purchase and sale of the Adverse Member’s Units shall occur at the principal office of the Company at 10:00 a.m., local time, on the first Business Day occurring on or after the 30th day following the last day of the First Election Period or the Second Election Period, whichever is the last applicable period, subject to Section 12.5 below. At the closing, the purchaser or purchasers of the Adverse Member’s Units shall pay to the Adverse Member, by cash or other immediately available U.S. funds, the Buy-Sell Price per Preferred Unit for each Preferred Unit and the Buy-Sell Price per Common Unit for each Common Unit, and the Adverse Member shall deliver to such purchaser or purchasers good title, free and clear of any liens or Encumbrances (other than those created by this Agreement), to such Units thus purchased. (ii) At the closing, the Company and the Members shall execute such documents and instruments of conveyance as may be reasonably necessary or appropriate to effectuate the transactions contemplated hereby, including the Transfer of Units to the Purchasing Members and the assumption by each Purchasing Member of the Adverse Member’s obligations with respect to such Units. The Company and each Member shall bear its own costs of such Transfer and closing, including attorneys’ fees and filing fees. The cost of determining Net Equity Value shall be borne one-half by the Adverse Member and one-half by the Company. (iii) If requested by a Member, the Adverse Member (except in respect of the gaming operations described in Sections 1.9(a)(iv), (v) and (vi) above) (and (A) if the Adverse Act is with respect to Millennium Gaming and is an Adverse Act specified in clause (i), (iii), (iv), (v), (vi) or (vii), then each of Xxxxxx and/or Xxxxxxx (except in respect of the gaming operations described in Sections 1.9(a)(iv), (v) and (vi) above) and (B) if the Adverse Act is with respect to AcquisitionCo and is an Adverse Act specified in clause (i), (iii), (iv), (v), (vi) or (vii), then each of manager of AcquisitionCo and/or each Upper Tier Holder of AcquisitionCo (except in respect of the gaming operations described in Sections 1.9(a)(iv), (v) and (vi) above) holding a Nevada gaming license), shall, at or prior to the closing, execute a non-competition agreement in favor of, and reasonably acceptable to, such Member and its Affiliates for a term not to exceed four years following such closing and with a geographic scope not to exceed a five-m...
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Terms of Purchase; Closing. Unless the Purchasing Members and the Adverse Member otherwise agree, the closing of the purchase and sale of the Adverse Member's Membership Interest shall occur at the principal office of the Company at 10:00 a.m. (local time at the place of the closing) on the first Business Day occurring on or after the thirtieth (30th) day following the last day of the Election Period (subject to Section 12.5). At the closing, the Purchasing Members shall pay to the Adverse Member, by cash or other immediately available funds, the purchase price for the Adverse Member's Membership Interest and the Adverse Member shall deliver to the Purchasing Members good title, free and clear of any liens or encumbrances (other than those created by this Agreement) to the Adverse Member's Membership Interest thus purchased. At the closing, the Members shall execute such documents and instruments of conveyance as may be necessary or appropriate to effectuate the transactions contemplated hereby, including the Transfer of the Adverse Member's Membership Interest to the Purchasing Members and the assumption by each Purchasing Member of the Adverse Member's obligations with respect to the Adverse Member's Membership Interest Transferred to such Purchasing Member. The Company and each Member shall bear its own costs of such Transfer and closing, including attorneys' fees and filing fees. The cost of determining Net Equity shall be borne one-half by the Adverse Member and one-half by the Purchasing Member.
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Terms of Purchase; Closing. Unless the Purchasing Members and the Adverse Member otherwise agree, the closing of the purchase and sale of the Adverse Member’s Units will occur at the Company’s principal office at 10:00 A.M. (local time at the place of the closing) on the 20th Business Day following the last calendar day of the Election Period (subject to Section 11.5). At the closing, the Purchasing Members will pay to the Adverse Member, by cash or other immediately available funds, the purchase price for the Adverse Member’s Units and the Adverse Member will deliver to the Purchasing Members good title, free and clear of any liens, security interests, and other encumbrances (other than those created by this Agreement) to the Adverse Member’s Units thus purchased. At the closing, the Members will execute any documents and instruments of conveyance as may be necessary or appropriate to effect the transactions contemplated by this Agreement, including the Transfer of the Adverse Member’s Units to the Purchasing Members and the assumption by each Purchasing Member of the Adverse Member’s obligations with respect to the Adverse Member’s Units Transferred to that Purchasing Member. The Company and each Member will bear its own costs of that Transfer and closing, including attorneys’ fees and filing fees. The cost of determining Net Equity will be borne one-half by the Adverse Member and one-half by the Purchasing Member.
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Terms of Purchase; Closing. (i) The closing of the purchase and sale of the Adverse Member’s Units shall occur at the principal office of the Company at 10:00 a.m., local time, on the first Business Day occurring on or after the 30th day following the last day of the First Election Period or the Second Election Period, whichever is the last applicable period, subject to
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Terms of Purchase; Closing. The Closing of the purchase and sale of the Selling Partner's interest shall occur on a date and time mutally agreeable to the Purchasing Partner and the Selling partner, which shall not be later than 10:00 A.M. (local time at the place of the closing) on the first Business Day occurring on or after the ninetieth day following the last day of the Election Period, and at such place as is mutually agreeable to the Purehasing Partner and the Selling Partner, or upon the failure to agree, at the principal place of business of the Partnership or the Purchasing Partner's lender, provided said Lender's. office is in Broward or Dade County, Florida. At the closing the Purching Partner shall pay to the Selling Partner, by cash or other immediately available finds, the Buy-Sell Price for which such Purchasing Partner is liable, and the Selling Partner shall deliver to each Purrhasing Partner good title, free and clear of any liens, claims, encumbrances, security interests, or options (other than those created by this Agreement), to the Selling Partner's Interest thus purchased. At the closing the Partners shall execute such documents and instruments of conveyance as may be necessary or appropriate to effectuate the transactions contemplated hereby, including, without lien, the Transfer of the Interest of the Selling Partner to the Purchasing Partner and the assumption by each Purchasing Partner of each Selling Partner's obligations with respect to the Selling Partner's Interest transferred to ,such Purchasing Partner. The reasonable costs of such Transfer and closing, including, without limitation, filing fees, shall be divided equally between the Selling Partner and the Purchasing Partner. Each Partner shall pay its own attorneys' fees. If the Purchasing Partner defaults on the Purchase of Selling Partner's Interest, the Xxxxxxx Money, including interest thereon, shall be released to the Selling Partner. If the Selling Partner defaults on its obligations to sell its Interest to the Purchasing Partner, the Purchasing Partner slall be entitled to specific performance and injunctive relief without posting a bond therfor.
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Terms of Purchase; Closing 
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Related to Terms of Purchase; Closing

  • 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 The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions: 43 49 (a) The holders of such shares of Parent Common Stock shall transfer to Administrator, Parent and/or their Affiliates good, valid and marketable title to the shares of Parent Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances (not including any applicable securities restrictions and lock-up arrangements with the Parent or any underwriter); and

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased pursuant to the Agreement.

  • Purchase Closing Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6

  • Agreement of Purchase and Sale In accordance with the terms and conditions of this agreement, Seller agrees to sell the Ownership Interests in the Asset to Purchaser, and Purchaser agrees to purchase the Ownership Interests in the Asset from Seller.

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

  • EXECUTION OF PURCHASE AND SALE ORDERS In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you, subject to review of this selection by the Board from time to time. You will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer. You should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, you are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion. You are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or your overall responsibilities with respect to the Fund and to accounts over which you exercise investment discretion. The Fund and you understand and acknowledge that, although the information may be useful to the Fund and you, it is not possible to place a dollar value on such information. The Board shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc., and subject to seeking best qualitative execution as described above, you may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions. Subject to the provisions of the 1940 Act, and other applicable law, you, any of your affiliates or any affiliates of your affiliates may retain compensation in connection with effecting the Fund's portfolio transactions, including transactions effected through others. If any occasion should arise in which you give any advice to clients of yours concerning the shares of the Fund, you will act solely as investment counsel for such client and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to others, including other registered investment companies.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Execution of Purchase Agreement The successful bidder has earned the right to make an offer to the Seller; no sale has been completed. The bidder will be required to execute an Irrevocable Real Estate Purchase Agreement immediately following the close of the auction and provide the required Xxxxxxx Money within 24 hours to the Seller in a check payable to Ness Bros. Xxxxx’s offer expires 11:59 P.M. (local time) 7 days after the online auction date, unless Seller timely accepts it; the Xxxxxxx Money will be returned if Seller does not accept the successful bid as a primary or secondary offer, subject to any required approvals. --- TAXES: The real estate taxes shall be prorated. Seller shall pay real estate taxes which are payable during the year in which Closing occurs, and taxes payable during the succeeding year, prorated to the date of Closing. Buyer shall assume and pay all subsequent taxes. If at the time of Closing the tax bill for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax bill available to the closing agent. The succeeding year’s tax bill, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax bill available to the closing agent. --- POSSESSION: The possession of the Property shall be Upon Closing of Property, subject to tenant’s rights, by 5:00 P.M.

  • Conditions of Purchase Purchaser's obligation to purchase and pay for Eligible Loans in a Portfolio hereunder shall be subject to the following conditions precedent: (a) the Eligible Loans in the Portfolio, aggregated with the other Eligible Loans that have been sold to Purchaser by Seller if appropriate, shall meet the requirements described in Section 3.1 hereof; (b) all representations, warranties and statements by or on behalf of Seller contained in this Agreement are true on the Scheduled Sale Date; (c) any notification to or approval by the Secretary or Guarantee Agency required by the Higher Education Act or the Guarantee Agreement as a condition to the assignment of Eligible Loans shall have been made or received and evidence thereof delivered to both Purchaser and the Trustee; (d) the entire interest of Seller in each Eligible Loan shall have been duly assigned by endorsement, such endorsement to be without recourse except as provided in Article V hereof; (e) the Seller shall, at its own expense, indicate in its files that the Student Loans sold on such date have been sold to the Purchaser pursuant to this Agreement and pledged and assigned by the Purchaser to the Trustee for the benefit of the Registered Owners, and the Seller shall deliver to the Purchaser a Schedule of Student Loans certified by the Chairman, the President, the Vice President or the Treasurer of the Seller to be true, correct and complete as of the date thereof. Further, the Seller hereby agrees that the computer files maintained by the Seller as Servicer will bear an indication reflecting that the Student Loans sold to the Purchaser pursuant to this Agreement are owned by the Purchaser; and (f) prior to or on each Scheduled Sale Date, the Seller shall record and file, at its own expense, appropriate UCC-3 termination statements with respect to any previous liens on such Student Loans being sold and purchased hereunder.

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