Terms of Sale and Purchase. 3.1 If the Customer fails to comply with the Cooperative’s most current Net Energy Metering Rider during the entire term of this Agreement, no sale or purchase of Excess Energy or RECs shall occur.
Terms of Sale and Purchase. Subject to the terms and conditions of this Agreement, Seller hereby sells, assigns, conveys and transfers to Purchaser, and Purchaser hereby purchases, accepts and receives from Seller, 100% of its right, title and interest (for the avoidance of doubt, both economic and ownership) in, to and under the LLC in exchange for Purchaser’s payment to Seller of (i) a development fee of $900,000 as well as reimbursement of an amount equal to an additional $17,764 in immediately available funds pursuant to wiring instructions to be provided separately (the “Development Fee”) to be paid in accordance with Section 3.1 below and (ii) an amount equal to thirty percent (30%) of the Project’s distributable cash flow after the Purchaser and the party(ies) making an equity investment in the Project fully recoup their respective investment in the Project (such investment(s) to be calculated solely as amounts expended in and for the construction of the Project) and the Project achieves a thirty (30%) percent internal rate of return (the “IRR”), which, for the avoidance of doubt, will take into account and be computed on the basis of any and all benefits from tax credits, depreciation and other incentives of any nature (such payment to the Seller, the “Seller Participation Payment”). The Seller Participation Payment shall be paid by Purchaser to Seller on a quarterly basis commencing the first quarter in which the Project achieves the IRR. Within 45 days of the end of the fiscal year of each of the LLC, Seller will be provided the audited financials of the LLC, including the cash distributions to the members of each of the foregoing. Purchaser hereby guarantees the Seller Participation Payment.
Terms of Sale and Purchase. 3.1. VOLUMES – COMMITMENT & DEDICATION Seller shall commit and dedicate, for sale to Buyer under this Agreement, all volumes of Products owned or controlled by Seller, including such volumes as are produced at the Originating Facility; provided, however, with respect to High Pressure Condensate, Seller shall have the right to retain all or a portion of such Product for sale to third parties at its sole election.
Terms of Sale and Purchase. (a) At Closing, Qualified Stockholders shall sell and deliver to Purchaser certificates for the shares set forth after their names in Schedule A attached hereto, endorsed to effect the assignment to Purchaser, and shall have Escrow Agent deliver to Purchaser certificates evidencing the Tendered Common Shares, all endorsed for transfer; provided that tender of 1000 shares of the Common Stock of EWI, which exclude the 100 shares of EWI Common Stock owned by Xxxxxx X. Xxx, shall satisfy the obligation of the Qualified Stockholders with respect to the delivery of shares of EWI. All shares of the capital stock of EWI so tendered or delivered are referred to as the "Shares."
Terms of Sale and Purchase. 1 ss. 1.02 Indemnity Against Debts and Liabilities.................3
Terms of Sale and Purchase. Subject to the terms and conditions set forth below:
Terms of Sale and Purchase. For the consideration hereinafter provided, and subject to the terms and provisions of this Agreement, Seller shall sell, convey, transfer, assign and deliver to Purchaser on the Closing Date (as defined in Section 4.1), and Purchaser shall purchase from Seller on the Closing Date, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever (the “Liens”), the Units.
Terms of Sale and Purchase. 3.1 Simultaneously with the Closing Date of the Transaction, Reve Technologies, Inc. Board of Directors shall approve the following:
Terms of Sale and Purchase. These terms and conditions of sale govern the relationship between Seller and Buyer with respect to the sale and purchase of the products (the "Products") originally supplied to Seller by D.S.P.C. TECHNOLOGIES, LTD. ("DSPC"). These terms are the only ones upon which Seller will accept orders, and Buyer agrees that such terms shall supersede the terms contained on any purchase order that Buyer provides to Seller. As an additional matter, these terms supersede all prior written understandings, assurances and offers between the parties. Buyer and Seller agree that any attempt to vary the terms specified herein, or that propose additional terms to be included in any purchase order that Buyer may issue, shall not be effective. Any such proposal shall be deemed to be rejected, unless expressly approved by Seller in writing. Seller's failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions contained herein. Any amendment of, or deviation from, these Terms and Conditions of Sale must specifically be agreed to in writing by the general manager of the Seller before becoming binding on either the Seller or the Buyer. All purchase orders or contracts must be approved and accepted by the Seller in writing. The said Terms and Conditions of Sale shall be applicable whether or not they are attached to each order sheet or enclosed with the Product sold hereunder.
Terms of Sale and Purchase. 3.1 Simultaneously with the Closing Date of the Transaction, Stakool shareholders will approve the following:
