Preliminary Note. The undersigned New Owner is the new owner of the Array — or a portion of it — including the First Solar modules installed in the Array. First Solar provided Module Warranty Terms and Conditions and a Reclamation and Recycling Agreement to the Previous Owner of the solar modules. The rights under the First Solar Module Warranty Terms and Conditions and the Reclamation and Recycling Agreement are transferable from the Previous Owner to the subsequent New Owner – provided both parties execute this agreement (PD-5-104) and send the original signed agreement to First Solar GmbH. Site – Registration – Number: (See doc CO-5-101 or CO-5-102) Site: (ZIP code and city or GPS/UTM) Quantity & Type of Transferred Modules:
Preliminary Note. Appendices E and G to the net capital rule set forth a program that allows a broker or dealer to use an alter- native approach to computing net capital de- ductions, subject to the conditions described in the Appendices, including supervision of the broker’s or dealer’s ultimate holding company under the program. The program is designed to reduce the likelihood that xxxxx- cial and operational weakness in the holding company will destabilize the broker or deal- er, or the broader financial system. The focus of this supervision of the ultimate holding company is its financial and oper- ational condition and its risk management controls and methodologies.
Preliminary Note. This Agreement is entered into contemporaneously with that certain Employment Agreement (the "Sun Agreement") by and between the Executive and Sun Communities, Inc., a Maryland corporation ("Sun Communities"), and, in the event of any contradiction between the terms of this Agreement and the terms of the Sun Agreement, the Sun Agreement shall control.
Preliminary Note. If individual obligations from this agreement as well as from order documents are unclear, the supplier is responsible for clarifying the matter with the LEIBER Group before products are produced, delivered or services rendered. The same applies if the order documents are incomplete or if their fulfilment by the supplier is considered to be unfeasible. This way, unnecessary costs and misunderstandings should be prevented and the order documents of LEIBER Group optimized. The decisive point of contact in all contractual matters with the LEIBER Group is the Purchasing department. The supplier is obligated to not make any quality agreements or any other consultations of any kind with the customers of the LEIBER Group which have to do with the deliveries of the LEIBER Group. Any queries from LEIBER customers to the suppliers must be communicated to LEIBER directly, as far as these queries have to do with procurement amounts or products delivered by LEIBER to the customers.
Preliminary Note. The buyer may seek to have a fund available from which it can satisfy claims that it may have against the seller and the shareholders following the closing, particularly where the satisfaction involves more than one person. One technique is to retain a portion of the purchase price in an escrow account for a specified period following the closing. This pro- vides a source of recovery that is not dependent upon the solvency of the seller or the shareholders or the buyer’s ability to find them (or their assets) for purposes of commencing litigation or executing any judgment that may be obtained. It does have limitations, however. A buyer’s proposal of an escrow will, if accepted by the seller and the shareholders, often lead to a proposal by the seller and the shareholders that recourse to the funds held in escrow be the buyer’s exclusive post-closing remedy and that the liability of the seller and the shareholders therefore be ‘‘capped’’ at the amount held in escrow. In addition, the buyer must recognize that the existence of an escrow fund does not mean that those funds will be immediately available to the buyer in the event of a claim. Institutional escrow agents are generally unwilling to submit themselves to any risk resulting from the conflicting demands by the buyer, the seller and the shareholders. Accordingly, the typical institutional escrow agreement provides that the escrow agent may ‘‘freeze’’ and retain the funds at issue until conflicting demands are resolved by agreement of the parties or a nonappealable court order. If the buyer wishes to ensure that it will have access to funds pending resolution of a disputed claim, it should consider retaining a portion of the purchase price or requiring that the indemnification and other monetary obligations of the seller and the shareholders be secured by a letter of credit that may be drawn in the event of a claim. The buyer should be aware that, in some circumstances, the interests of the seller and the shareholder in an escrow fund may constitute securities for purposes of federal and state securities laws. See XXXXX & NU- XXXX XXXXX, NEGOTIATED ACQUISITIONS OF COMPANIES, SUBSIDIARIES AND DIVISIONS, § 1.604 (1992). The institutional escrow agent takes the view that its duties are purely ministerial in nature and that it is not being paid to accept any duty to exercise judgment or liability for anything but the most egregious of its errors. Counsel will normally find that negotiation of the escrow agr...
Preliminary Note. An Investors’ Rights Agreement can cover many different subjects. The most common are information rights, registration rights, contractual “rights of first offer” or “preemptive” rights (i.e., the right to purchase securities in subsequent equity financings conducted by the Company), and various post-closing covenants of the Company. [AMENDED AND RESTATED] INVESTORS’ RIGHTS AGREEMENT THIS [AMENDED AND RESTATED] INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of [___________], 20[__], by and among [________], a [Delaware] corporation (the “Company”), [and] each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”[, and each of the stockholders listed on Error: Reference source not found hereto, each of whom is referred to herein as a “Key Holder”].
Preliminary Note. This section requires broker-dealers to disclose specified informa- tion in writing to customers at or before completion of a transaction. The require- ments under this section that particular in- formation be disclosed is not determinative of a broker-dealer’s obligation under the general antifraud provisions of the federal securities laws to disclose additional infor- mation to a customer at the time of the cus- tomer’s investment decision.
Preliminary Note. The building (superficie) right, regulated by article 952 of the Italian Civil Code, is particularly appropriate for the construction of photovoltaic plants, as it allows the grantee of the building right to be owner of the plant whereas the title of the land remains with the grantor. For the construction and the maintenance of the photovoltaic plant (“PV Plant”) on the land (Municipality of Troia Foggia, sheet 26, parcel 289) (the “Land”), the company House S.r.l. entered into a definitive building right agreement on October 13, 2010. The agreement has been executed in Lucera (FG), before the Notary Xxxxxx Xxxxxxx, Repertorio no. 51882, Raccolta no. 23745, registered in Lucera and filed with the Conservatoria dei Registri Immobiliari on November 16, 2010. The building right has been granted for 1 year with the option for the Grantee to substitute the 1-year building right with a 21-year building right (“Option 1”) and to extend the duration of the building right agreement for further 4 + 4 years (“Option 2” and “Option 3”). Please note that on November 29, 2010 House S.r.l. has changed its business name to “Ellomay PV Six S.r.l.” and on December 24, 2010 the Land changed its registration number at the Cadastral Land Registry from parcel 289 to parcel 292. After that, on December 28, 2010, the PV Plant built on the Land has been registered in the Cadastral Building Registry with the numbers 292 sub 1 and 292 sub 2. On December 30, 2010 Ellomay PV Six S.r.l. exercised the option of replacing the 1-year building right with the 21-year building right (Option 1) and sold the PV Plant to the leasing company Leasint S.p.A.3
Preliminary Note. The building (superficie) right, regulated by article 952 of the Italian Civil Code, is particularly appropriate for the construction of photovoltaic plants, as it allows the grantee of the building right to be owner of the plant whereas the title of the land remains with the grantor. For the construction and the maintenance of the photovoltaic plant (“PV Plant”) on the land (Municipality of Canaro (RO), sheet 9, parcels 120 and 122; sheet 10, parcels 18, 19, 21, 53, 55, 56, 57, 116, 154, 156, 157, 160, 161, 163, 165, 167 and 169) (the “Land”), on July 7, 2011 the company Tecnoenergy S.r.l. entered into a sale and purchase and building right agreement with Solemax S.r.l. (“Solemax”) and with the previous owners of the Land whereby the previous owners of the Land granted a 21-year building right to Tecnoenergy S.r.l. and transferred the ownership of the Land to Solemax. The agreement has been executed in Occhiobello (RO), authenticated by the Notary Xxxxx Xxxxxxx, Repertorio no. 75.174, Raccolta no. 14.467, registered in Rovigo and filed with the Conservatoria dei Registri Immobiliari on July 28, 2011.
Preliminary Note. The building (superficie) right, regulated by article 952 of the Italian Civil Code, is particularly appropriate for the construction of photovoltaic plants, as it allows the grantee of the building right to be owner of the plant whereas the title of the land remains with the grantor. For the construction and the maintenance of the photovoltaic plant (“PV Plant”) on the land (Municipality of Xxxxxxxxx Murge (BT), sheet 146, parcels 83, 85, 95, 96, 97, 271, 299) (the “Land”), on September 13, 2011 the company Xxxxxx Solar S.r.l. entered into two definitive building right agreements (respectively “Xxxxxxxxxx-Xxxxxxx agreement” and “Xxxxxxxxxxx-Xxx agreement”). The agreements have been executed in Xxxxxx (BT), authenticated by the Notary Xxxxxxxxx Xxxxxxx, Repertorio no. 970/971, Raccolta no. 662/663, registered in Xxxxxxxx and filed with the Conservatoria dei Registri Immobiliari on September 29, 2011. Please note that the surface of the Land on which the building right has been set-up is bigger than the one on which the PV Plant has been built (i.e. parcels 96, 97, 271, 299, sheet 146). In order not to have the remaining part of the Land abandoned, Xxxxxx Solar S.r.l. entered into a gratuitous lease agreement with the landowners, having as object the portion of Land which has not been used for the construction of the PV Plant (parcels 83, 85, 95, sheet 146). On February 15, 2012 the portion of the Land on which the PV Plant has been built changed its registration number at the Cadastral Land Registry from parcels 96, 97, 271 and 299 to parcels 424, 425,423 and 426. After that, on February 28, 2012, the PV Plant has been registered in the Cadastral Building Registry with the numbers 424 sub 1, 425 sub 1, 423 sub 1 and 426 sub 1.
