PURCHASE AND SALE OF DISTILLER’S GRAINS Sample Clauses

PURCHASE AND SALE OF DISTILLER’S GRAINS. Gold shall use commercially reasonable efforts to from time to time submit purchase orders or purchase contracts (each, a “Purchase Order”) to Producer for purchases of the Distiller’s Grains, all upon and subject to the terms and conditions of this Agreement. Gold may place a Purchase Order with Producer orally, by email or by a written purchase order or contract in a form mutually acceptable to Producer and Gold. The terms of any Purchase Order may include a request for the sale and delivery of Distiller’s Grains on a one-time basis or on a daily, weekly, monthly or other periodic basis. Each Purchase Order shall be irrevocable by Gold, unless and until the time at which the particular Purchase Order becomes a Rejected Purchase Order (as that term is defined below). Producer may accept or reject each Purchase Order, in whole, but not in part, but Producer may only reject a Purchase Order for and on a commercially reasonable basis. Producer shall notify Gold of whether Producer accepts or rejects each particular Purchase Order within the time period specified in the Purchase Order in question, or if no time period is specified in the Purchase Order, within 24 hours of Producer’s receipt of the Purchase Order (in either case, the “Acceptance Period”), and if Producer fails to notify Gold within the Acceptance Period, Producer shall be deemed to have rejected the Purchase Order in question. Gold reserves the right to require Producer to accept or reject any particular Purchase Order or Purchase Orders only in writing. *** Confidential material redacted and filed separately with the Commission. Any Purchase Order which is accepted by Producer is referred to in this Agreement as an “Accepted Purchase Order”, and any Purchase Order which is rejected by Producer is referred to in this Agreement as a “Rejected Purchase Order”. Producer shall not sell or otherwise dispose of any Distiller’s Grains to any person other than Gold during the term of this Agreement, except only that if Gold fails to take delivery of Distiller’s Grains from the Plant and such failure will result in the Storage Limit (as that term is defined in Section 5(c)) being exceeded, then Producer may sell or otherwise dispose of only the amount of Distiller’s Grains as are necessary to cause the Storage Limit to not be exceeded provided Producer gives Gold at least 24 hours prior written notice of Producer’s intent to sell or dispose of any Distiller’s Grains pursuant to this paragraph. Gold may...
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Related to PURCHASE AND SALE OF DISTILLER’S GRAINS

  • Purchase and Sale of Products Xxxx agrees to purchase and receive from the Company, and the Company agrees to sell and deliver to Xxxx, the entire Products output of the Refinery from and including the Commencement Date through the end of the Term of this Agreement, at the prices determined pursuant to this Agreement and otherwise in accordance with the terms and conditions of this Agreement.

  • Purchase and Sale of the Units Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall purchase, and the Company shall sell and issue to each Investor, the number of Units set forth opposite the Investor’s name on the signature page attached hereto at a price per Unit equal to the Per Unit Purchase Price.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible promissory notes in the aggregate principal amount of up to Three Million Five Hundred Thousand Dollars ($3,500,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • 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 the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

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