KAF definition
Examples of KAF in a sentence
No later than two Business Days before the Closing Date, KAF shall deliver a written notice to the Company specifying the number of Shares the Company is required to purchase, the aggregate Share Purchase Price and instructions for wiring the Share Purchase Price to KAF (the “Purchase Notice”).
II(B)(1) of the Decree, in aggregate, deliveries to Imperial Dam would be reduced by as little as approximately 200 to as much as approximately 400 thousand acre-feet (KAF), and this water would instead be delivered to the MWD facility at Lake Havasu.
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of KAF in connection with the consummation of the transactions contemplated by this Agreement.
This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company and KAF.
KAF agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which KAF or any of its officers, employees or representatives is responsible.
This Agreement, when executed and delivered by KAF will constitute the valid and legally binding obligation of KAF enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
In furtherance of the foregoing, KAF shall have the right to sell such Shares at any time provided that the price received by KAF (not including any commissions due by KAF for the sale) is at least the OM Sale Price.
Each of the Company and KAF will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.
Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the KAF Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).
In its sole and absolute discretion, KAF may elect to defer the Closing Date one calendar month at a time by delivering a written notice to the Company no later than two Business Days before the existing Closing Date; provided, that should KAF fail to deliver the Purchase Notice (as defined below), the Closing Date shall automatically be rolled to the subsequent month.