OFFER OF PURCHASE AND SALE Sample Clauses

OFFER OF PURCHASE AND SALE. Subject to the terms and conditions set forth in this Offer, Seller, if it so chooses at its sole discretion to accept this Offer, agrees to sell, transfer and assign to Buyer, and Buyer agrees to purchase and accept from Seller, all of Seller’s right, title and interest in and to the following described property:
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OFFER OF PURCHASE AND SALE. (iv) the provisions of this Section 1.5 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the SPEQ Stockholders to each SPEQ Stockholders' Representative and shall be binding upon the executors, heirs, legal representatives and successors of each SPEQ Stockholder.
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OFFER OF PURCHASE AND SALE. (g) The Company has paid in full any and all amounts owing under provincial workers' compensation legislation and any outstanding workers' compensation claims would not result in penalties, fines, or the payment of additional assessments under such legislation.
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OFFER OF PURCHASE AND SALE contemplated hereby, Buyer hereby makes the representations and warranties to the Company and the Stockholders contained in this Section 4.
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OFFER OF PURCHASE AND SALE subsequent to the Closing; and the Company, SPEQ, the Stockholders and Buyer shall have received all authorizations, waivers, consents and permits, in form and substance reasonably satisfactory to Buyer, from all third parties, including, without limitation, those consent referenced in Schedule 3.3 and all applicable governmental authorities, regulatory agencies, lessors, lenders and contract parties, required to permit the continuation of the business of the Company and SPEQ and the consummation of the transactions contemplated by this Agreement, and to avoid a breach, default, termination, acceleration or modification of any indenture, loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award as a result of, or in connection with, the execution and performance of this Agreement.
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OFFER OF PURCHASE AND SALE. (q) Net Worth. Prior to giving effect to the transactions contemplated by this Agreement, excluding the effect of the payment of all fees and expenses of the Company incurred or to be incurred in connection with the transactions contemplated hereby (including, without limitation, legal, accounting and investment banking fees), the Company's net worth shall not be less than $740,000 (CDN).
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OFFER OF PURCHASE AND SALE. Claims under clauses (a) through (c) of this Section 9.1 are hereinafter collectively referred to as "Buyer Indemnifiable Claims."
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Related to OFFER OF PURCHASE AND SALE

  • 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:

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

  • 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.

  • 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.

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • Purchase and Sale of Shares Closing 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.

  • Purchase and Sale of Purchased Assets (a) On the terms and conditions of this Agreement, at the Closing (and effective as of the Effective Time), Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens, and Purchaser will purchase, acquire and accept from Seller, the Purchased Assets.

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

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