Negotiated Sale Sample Clauses

Negotiated Sale. Negotiated Sale" shall refer to the sale of Product at a price offered by Customer and accepted by Supplier, or at a price offered by Supplier and accepted by Customer, as the case may be; provided, however, that except as otherwise provided in Section 2 of this Agreement Supplier shall have no obligation to accept any offer made by Customer, to make any offer to Customer or to make any sales of Product on a "Negotiated Sale" basis.
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Negotiated Sale. In the event of a negotiated sale of all or a portion of the Premises in lieu of condemnation, the proceeds shall be distributed as provided in cases of condemnation. Section 9.8
Sample 1
Negotiated Sale. If, at any time following the second anniversary of the date of this Agreement, either Stockholder shall desire to transfer all (but not part) of its Stock to the other Stockholder, the Stockholder desiring to transfer ("Selling Stockholder") shall give written notice ("Selling Stockholder's Notice") to the Corporation and the remaining Stockholder of the Corporation ("Purchasing Stockholder"), stating that the Selling Stockholder desires to transfer all of the Stock owned by it to the Purchasing Stockholder. Following the delivery of a Selling Stockholder's Notice, the Selling Stockholder and the Purchasing Stockholder shall, in good faith,conduct negotiations with a view to agreeing upon the terms of the sale of the Stock of the Selling Stockholder to the Purchasing Stockholder including the price, which the parties agree shall be based on the fair market value of such Stock at the time of delivery of the Selling Stockholder's Notice and the terms of any ongoing services to be provided by the Selling Stockholder to the Corporation following such sale. The Selling-Stockholder and the Purchasing Stockholder shall also, in good faith, consider alternative methods by which the Selling Stockholder may dispose of its interest in the Corporation, including by way of the wind up and dissolution of the Corporation as contemplated by paragraph 7 and by way of the sale of all of the Stock of the Selling Stockholder only or of both the Selling Stockholder and the Purchasing Stockholder or of the property and assets of the Corporation to a third party. If the Selling Stockholder and the Purchasing Stockholder are unable, following such good faith negotiations, to reach an agreement for the sale of the Selling Stockholder's Stock to the Purchasing Stockholder or an agreement as to an alternative manner in which the Selling Stockholder may dispose of its interest in the Corporation within 60 days following the delivery of the Selling Stockholder's Notice, the Selling Stockholder and the Purchasing Stockholder shall continue as Stockholders, shall not be required to continue to negotiate and the terms of this Agreement shall continue in full force and effect. MHPL and PATI agree that neither one of them shall be permitted to deliver a Selling Stockholder's Notice until after 180 days following the delivery of a previous Selling Stockholder's Notice.
Sample 1
Negotiated Sale. A sale in which there is a bargaining of price and/or terms. Nonprogram (NP) property. SFH and MFH property acquired pursuant to the Housing Act of 1949, as amended, that cannot be used by a borrower to effec- tively carry out the objectives of the respective loan program; for example, a dwelling that cannot be feasibly re- paired to meet the requirements for ex- isting housing as described in subpart A of part 1944 of this chapter. It may contain a structure which would meet program standards, however is so re- motely located it would not serve as an adequate residential unit or be an older house which is excessively expensive to heat and/or maintain for a very-low or low-income homeowner. Nonprogram (NP) terms. Credit terms for SFH or MFH property sales, offered for the convenience of the Government to facilitate sales; more stringent than terms offered under Rural Develop- ment’s loan programs. Applicable when the purchaser does not meet program eligibility requirements or when the property is classified as nonprogram (NP). Loans made on NP terms are classified as NP loans and are serviced accordingly. For property other than SFH and MFH, see the definition of ‘‘Ineligible terms.’’ Organization property. Property for which the following loans were made is considered organization property. Com- munity Facility (CF); Water and Waste Disposal (WWD); Association Recre- ation; Watershed (WS); Resource Con- servation and Development (RC&D); loans to associations for Shift-In-Land Use (Grazing Association); loans to as- sociations for Irrigation and Drainage and other soil and water conservation measures; loans to Indian Tribes and Tribal corporations; Rural Rental Housing (RRH) to both groups and indi- viduals; Rural Cooperative Housing (RCH); Rural Housing Site (RHS); Labor Housing (LH) to both groups and individuals; Business and Industry (B&I) to both individuals and groups or corporations; Rural Development Loan Fund (RDLF); Intermediary Relending Program (IRP); Nonprofit National Corporations (NNC); and Economic Op- portunity Cooperative (EOC). Housing- type (RHS, RCH, RRH and LH) organi- zation property is referred to collec- tively in this subpart as Multiple Fam- ily Housing (MFH) property.
Sample 1
Negotiated Sale. If no acceptable bid is received through the sealed bid or auction process, the State Executive Director will sell surplus property at the maximum price obtainable without further public notice by negotiation with interested parties, including all previous bidders. The rates and terms offered for a credit sale through nego- tiation will be within the limitations established in paragraph (b) (4) of this section. A sale made through negotia- tion will require a bid deposit of not less than 10 percent of the negotiated price in the form of a cashier’s check, certified check, postal or bank money order, or bank draft payable to FSA. Preference will be given to a cash offer which is at least * percent of the high- est offer requiring credit. [*Refer to Exhibit B of RD Instruction 440.1 (available in any Agency office) for the current percentage.] Equally accept- able offers will be decided by lot.
Sample 1
Negotiated Sale. Perishable ac- quired items and crops (except timber) and chattels for which no acceptable bid was received from auction or sealed bid methods may be sold by direct ne- gotiation for the best price obtainable. No public notice is required to nego- tiate with interested parties including prior bidders. Justification for the use of this method of sale will be docu- mented.
Sample 1
Negotiated Sale. The General Manager, Director of Planning and Financial Planning Manager select the underwriter, or team of underwriters, of its securities in advance of the bond sale, subject to Board approval. The District works with the underwriter to bring the issue to market and negotiates all rates and terms of the sale. In advance of the sale, the General Manager after approval from the Board of Directors, with advice from the District’s Financial Advisor, will determine compensation for and liability of each underwriter employed and the designation rules and priority of orders under which the sale itself will be conducted. Pursuant to this policy, the General Manager is hereby authorized to sign the bond purchase agreement on behalf of the District fixing the interest rates on bonds sold on a negotiated basis.
Sample 1
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Negotiated Sale. The County's Fiscal Services Director is authorized to negotiate the sale of the Bonds with Citigroup Global Markets, Inc. (the "Underwriter") in accordance with the provisions of this resolution and to execute a bond purchase agreement with the Underwriter evidencing the terms of such negotiated sale. A negotiated sale of the Bonds will permit the County to sell the Bonds at the appropriate time and to structure the issue to assure the lowest interest rate on the Bonds.
Sample 1

Related to Negotiated Sale

  • Approved Sale If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Negotiated Agreement This Agreement has been arrived at through negotiation between the parties. Neither party is the party that prepared this Agreement for purposes of construing this Agreement under California Civil Code section 1654.

  • Valid Sale This Agreement evidences a valid sale and assignment of the Sold Property from the Depositor to the Issuer, enforceable against creditors of and purchasers from the Depositor.

  • The Purchase and Sale On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign and deliver to the Purchaser, the Company Interests, free and clear of all Liens (other than Liens created by Parent or Purchaser).

  • Purchase Sale and Delivery of the Offered Securities Unless otherwise specified in the Underwriting Agreement, payment for the Offered Securities shall be made by certified or official bank check or checks payable to the order of the Depositor in immediately available or next day funds, at the time and place set forth in the Underwriting Agreement, upon delivery to the Representative for the respective accounts of the several Underwriters of the Offered Securities registered in definitive form and in such names and in such denominations as the Representative shall request in writing not less than five full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Offered Securities are herein referred to as the "Closing Date".

  • Purchase Sale and Delivery of the Offered Shares (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Shares upon the terms herein set forth. On the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Offered Shares set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price per Firm Offered Share to be paid by the several Underwriters to the Company shall be $[ ] per share (the “Purchase Price”).

  • Completed Sale A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed subscription agreement, together with payment of the full purchase price of each purchased Share, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and (iii) such investor has been admitted as a shareholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no commission or dealer manager fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected.

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

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