Sale Unit definition
Examples of Sale Unit in a sentence
Upon receipt of any such notice timely delivered by Seller, Buyer shall have the option to accept the Lease Assets with the alleged Environmental Defect with no adjustment to the portion of the Base Purchase Price allocated to the Lease Assets comprising the Sale Unit by delivering written notice to Seller prior to Closing, and, if timely delivered, the Parties shall proceed to Closing without terminating this Agreement as to the Sale Unit affected by the alleged Environmental Defect.
Upon receipt of any such notice timely delivered by Buyer, Seller shall have the option to agree to the adjustment amount to such Sale Unit as calculated, in good faith, in Buyer’s Environmental Defect notice by delivering written notice to Buyer prior to Closing, and, if timely delivered, the Parties shall proceed to Closing without terminating this Agreement as to the Sale Unit affected by the alleged Environmental Defect.
The adjustment amount of any Sale Unit excluded from this Agreement pursuant to this provision shall be treated as an individual Environmental Defect for purposes of Section 6(e).
Upon receipt of any such notice timely delivered by Seller, Buyer shall have the option to accept the Sale Unit with the alleged Title Defect with no adjustment to the portion of the Base Purchase Price allocated to the Lease Assets comprising the Sale Unit by delivering written notice to Seller prior to Closing, and, if timely delivered, the Parties shall proceed to Closing without terminating this Agreement as to the Sale Unit affected by the alleged Title Defect.
As of the time immediately prior to (and subject to the consummation of) the Installment Sale Unit Purchase, (a) all Put/Call Agreements are hereby terminated and shall thereafter no longer have any force and effect, and (b) Section 2.7 of the Acquisition Agreement is hereby waived with respect to the Installment Sale Units (but for the avoidance of doubt, the Acquisition Agreement shall otherwise remain in full force and effect in accordance with its terms).
Title of the Sale Unit shall pass to Customer upon full payment of all amounts owed under the Terms and Conditions hereunder.
At the Closing, in consideration for the contribution of the Contributed Interests, Transferee shall pay to Transferor or its designees (as set forth in Section 2.4(b)) an aggregate amount equal to $175,000,000.00 (the “Purchase Price”), which shall consist of (a) $145,000,000.00 in cash (the “Cash Consideration”) and (b) a number of Transferee Units equal to the quotient of $30,000,000.00 divided by the Sale Unit Price (the “New Common Units”), subject to adjustment as set forth in Section 2.5.
The adjustment amount of any Sale Unit excluded from this Agreement pursuant to this provision shall be treated as an individual Title Defect for purposes of Section 5(d).
Buyer’s failure to timely deliver notice to Seller of its election to terminate this Agreement as to the Sale Unit affected by an alleged Environmental Defect shall be deemed a waiver of such Environmental Defect, and Buyer shall proceed to Closing and accept the Lease Assets with the alleged Environmental Defect with no adjustment to the portion of the Base Purchase Price allocated to the Lease Assets comprising the Sale Unit.
In the event that either Party desires to terminate this Agreement as to a Sale Unit affected by an alleged Title Defect, then that Party shall deliver written notice to the other Party of its intention to do so on or before 5:00 p.m., San Antonio, Texas time, on a date that is not more than three (3) days prior to the Closing Date.