To the Buyer. A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. (2)
To the Buyer. A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Buyer. (2) To the Buyer and the Seller. a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the Property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above.
To the Buyer. For the attention of: Xxxxx Xxxxxxxx and Xxxxx Xxxxx at the address set out against the Buyer in the recitals to this Agreement with a copy (which shall not constitute notice) to the Buyer’s Solicitors (for the attention of Xxxxxxx Xxxx and Xxxxx Xxxxxx, Xxxxxx & Xxxxxxx, 00 Xxxxxxxxxxx, Xxxxxx, XX0X 0XX (xxxxxxx.xxxx@xx.xxx and xxxxx.xxxxxx@xx.xxx); and
To the Buyer. The BUYER hereby represents and warrants that: The BUYER understands the terms and conditions of the purchase of the Assets (BTC); The BUYER is aware and understands the speculative and volatile nature of (BTC) pricing; and The BUYER has such knowledge and experience in financial and business matters that it can evaluate the merits and risk of the purchase of such Assets (BTC); and The BUYER has all requisite power and authority to execute, deliver, and perform this Agreement and to purchase the Assets (BTC) from the SELLER as described herein.
To the Buyer. The Sellers and the Buyer are evaluating various potential options for transporting the gas to Egypt including using the Pan Arabian pipeline via Jordan and/or entering of the Sellers into negotiations with EMG and all or part of its shareholders for the transportation of gas via the existing EMG pipeline to Egypt. furthermore, the Sellers are also evaluating the option for an additional on-shore pipeline connecting the Israeli gas grid and Egypt. The supply of gas under the Tamar Agreement is expected to begin once the infrastructure for the delivery of natural gas to Egypt is operational and from Leviathan upon commencing of production from the Leviathan reservoir, and are expected to continue until the earlier of the supply of the total contract quantity as set out in each of the Export Agreements, or December 2030. The Export Agreements include a number of conditions precedent, of which the key conditions are the receipt of regulatory approvals in Israel and in Egypt (including receipt of permits for the import and export of gas as aforementioned), entering into arrangement that will enable the transportation of gas to Egypt, including the signing of required transportation agreements between the Sellers and INGL (if required), the receipt of guarantees for the benefit of the Sellers as required by the Export Agreements, and the receipt of approvals from the Israeli tax authorities regarding the Export Agreements. To the best of the Partnership's knowledge, the Buyer, is a gas trading company intending to supply current and potential large-scale gas consumers in Egypt. It is clarified that there is no certainty that the sale of the gas to the Buyer according to the Export Agreements will occur, and this due to the non-fulfilment of the conditions precedent to the Export Agreements, all or any part thereof.
To the Buyer. In such event, the Buyer agrees to sign any documents reasonably necessary to effectuate the return of all of the Purchased Assets, including, without limitation a quit claim agreement with respect to the Purchased Assets.”
To the Buyer. For the attention of: Zuo Huiqiang, International Business Director of China Reinsurance (Group) Corporation and Deputy General Manager of China Property & Casualty Reinsurance Company LTD, at Xx.00 Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx (xxxxx@xxxxxxx.xxx.xx), with a copy (which shall not constitute notice) to the Buyer’s Solicitors (for the attention of Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx LLP, Woolgate Exchange, 00 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, XX (xxxxxxxx@xxxxxx.xxx)).
To the Buyer. For the attention of: General Counsel Address: LKQ Corporation, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 XXX with a copy (which shall not constitute notice) to Xxxxxx Xxxxx at X&X Xxxxx XXX, Xxx Xxx Xxxxxx, Xxxxxx XX0X 0XX; to the Seller: For the attention of: The Directors, Draco Limited Address: Xx. 0, Xxx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxxxx XX0 0XX with a copy (which shall not constitute notice) to Xxxxxxxx Xxxxxxxxx at Olswang, 00 Xxxx Xxxxxxx, Xxxxxx XX0X 0XX to the Guarantor: For the attention of: General Counsel Address: LKQ Corporation, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 XXX with a copy (which shall not constitute notice) to Xxxxxx Xxxxx at X&X Xxxxx XXX, Xxx Xxx Xxxxxx, Xxxxxx XX0X 0XX.
To the Buyer. The Buyer and the Seller shall use good faith efforts to resolve any dispute regarding the preparation of the allocation. The allocation as finally agreed between the Buyer and the Seller hereunder is referred to as the agreed allocation. The Parties shall, and shall cause their Affiliates to, report, act and file their respective tax returns in accordance with such agreed allocation and any adjustments thereto and shall not take any position on a tax return or in a tax audit or similar proceeding inconsistent with such allocation and any adjustments thereto. To the extent the Buyer and Seller are unable to agree as provided above, then each of the Buyer and the Seller shall use its own allocation. The Buyer shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as the Seller may reasonably request to prepare the allocation and any adjustments thereto.
To the Buyer. The CGI Option will expire irrevocably at the CGI Expiration Time if not duly exercised on or before such time. There will be no extension of the CGI Expiration Time in the event it falls on a weekend or holiday or otherwise. If the CGI Option is duly exercised, the closing of the Merger contemplated by this Section 2.2 will be held pursuant to Section 2.4 and the Merger Agreement, unless a closing pursuant to Section 2.1 or 2.3 or the consummation of an acquisition pursuant to Section 2.5 occurs sooner, within 60 days after the date of such exercise but not before April 30, 1997, with the exact date within such range to be designated by the Buyer in a notice given to CGI not less than 5 business days in advance, subject to extension as specified in Section 7. If a Merger is consummated pursuant to this Section 2.2, then the additional provisions specified in the form of the Merger Agreement attached hereto as Exhibit A to be included upon such condition shall be included in the Merger Agreement. 2.3
