Fundamental Information Sample Clauses

Fundamental Information. The following table contains certain fundamental information (the “Fundamental Information”) with respect to the transaction contemplated by this Agreement. Capitalized terms which are used in this Agreement but which are not otherwise defined in this Agreement shall have the meaning given to them in this table. Effective Date: November 24, 2021 Preamble Seller: Synaptics Incorporated, a Delaware corporation Preamble Buyer: S B C & D Co., Inc., a California corporation, dba South Bay Development Company Preamble Real Property: That certain real property located ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, State of California, and more particularly described on Exhibit A attached to this Agreement and made a part hereof. Leaseback Lease: That certain lease to be entered into on the Closing Date by and between Seller, as tenant, and Buyer, as landlord, with respect to the buildings located at ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, San Jose California, and the parcel of land upon which such buildings are located (the “1109/1151 Parcel”. Excluded Property (i) Any and all personal property which is used by Seller in the ordinary course of conducting its business at the Property, including equipment thereon which can be removed without significant damage to the premises, shall be excluded from the sale of the Property, (ii) the Confidential Information (as defined in Section 5.1(d) below), and (iii) any Seller legal or operations manuals and any marketing information containing a logo of Seller or Seller’s affiliates and any other proprietary or confidential materials of Seller or Seller’s affiliates. Sec. 2 3.1 Initial Deposit: $500,000 (Five Hundred Thousand Dollars) Sec. 3.2 Additional Deposit: $500,000 (Five Hundred Thousand Dollars) Sec. 3.3 Initial Deposit Deadline: 5:00 pm Pacific time on November 29, 2021 Sec. 3.2 Additional Deposit Deadline: 5:00 pm Pacific time on January 15, 2022 Sec. 3.3 Title Objection Deadline: 5:00 pm Pacific time on December 31, 2021 Sec. 4.2(a) Seller’s Title Response Deadline: 5:00 pm Pacific time on January 7, 2022 Sec. 4.2(a) Due Diligence Expiration Date: January 14, 2022 Sec. 5.1 Closing Date: February 8, 2022 Sec. 10 Title Company: First America Title Company ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 220 San Jose, CA 95113 Escrow Agent: First America Title Company ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Suite 220 San Jose, CA 95113 Broker: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Sec. 12 Seller’s Knowledge Party: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Sec. 8.1 Survival Period...

Fundamental Information. Schedule 8.1 sets forth, for such Obligor and each of its Subsidiaries and other Affiliates that are entities, respectively (a) its legal name, (b) its federal tax identification number, (c) its jurisdiction of organization, (d) its address of its chief executive office, (e) jurisdictions in which qualification is necessary in order for it to own or lease its property and conduct its business, (f) the relationship to such Obligor of each of such Subsidiaries and other Affiliates, and (g) a true and complete listing of each class of such Obligor’s and each such Subsidiary’s and Affiliate’s Equity Interests, all of which are validly issued, outstanding, fully paid and non-assessable, and, with respect to each such Subsidiary or Affiliate, owned beneficially and of record by the Person identified therein. Such Obligor is a registered organization, as defined by the UCC, duly organized and validly existing and in good standing under the laws of its jurisdiction of organization, and is qualified to do business and is in good standing as a foreign organization in each jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business and has all requisite power and authority to conduct its business and to own its property.

Fundamental Information. The following table contains certain fundamental information (the “Fundamental Information”) with respect to the transaction contemplated by this Agreement. Capitalized terms which are used in this Agreement but which are not otherwise defined in this Agreement shall have the meaning given to them in this table. Effective Date: April 2, 2024 Preamble Seller: GSI TECHNOLOGY, INC., a Delaware corporation Preamble Buyer: D.▇. ▇▇▇▇▇▇▇▇ & COMPANY, LLC, a California limited liability company Preamble Real Property: That certain real property having an approximate address of 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and more particularly described on Exhibit A attached to this Agreement and made a part hereof Purchase Price: $11,850,000 Sec. 3.1 Deposit: $250,000 Sec. 3.2 Due Diligence Expiration Date: 5:00 p.m. Pacific Time on the date that is forty-five (45) days after the Effective Date Sec. 5.1(a)

Fundamental Information. The following terms shall have the meanings ascribed to them below:

Fundamental Information. Schedule 7.1 sets forth, as of the most recent Reporting Date, for each Credit Party and Guarantor: (a) its legal name, (b) its federal tax identification number, (c) its jurisdiction of organization, (d) its address of its chief executive office, (e) jurisdictions in which qualification is necessary in order for it to own or lease its property and conduct its business, except where failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and (f) the number and the percentage of the outstanding shares of each class of such Person’s and its direct and indirect Subsidiaries’ Equity Interests, all of which are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Person identified therein. Each Credit Party and Guarantor (i) is a registered organization, as defined by the UCC, duly organized and validly existing and in good standing under the laws of its jurisdiction of organization, (ii) is qualified to do business and is in good standing as a foreign organization in each jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, except where failure to so qualify or maintain such good standing could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite power and authority to conduct its business and to own its property.

Fundamental Information. Schedule 7.1 sets forth, as of the most recent Reporting Date, for each Credit Party: (a) its legal name, (b) its federal tax identification number, (c) its jurisdiction of organization, (d) its address of its chief executive office, (e) jurisdictions in which qualification is necessary in order for it to own or lease its property and conduct its business, except where failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and (f) the number and the percentage of the outstanding shares of each class of such Person’s and its direct and indirect Subsidiaries’ Equity Interests, all of which are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Person identified therein. Each Credit Party (i) is a registered organization, as defined by the UCC, duly organized and validly existing and in good standing under the laws of its jurisdiction of organization, (ii) is qualified to do business and is in good standing as a foreign organization in each jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business, except where failure to so qualify or maintain such good standing could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite power and authority to conduct its business and to own its property.

Fundamental Information. (a) Landlord is Issa and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as husband and wile. (b) Tenant is Nord Resources Corporation, a Delaware Corporation whose address is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 203, Tucson, Arizona, 85705. (c) The term of this lease shall be for the period which commences and ends on the dates set forth on Exhibit A unless sooner terminated pursuant to any provision hereof. (d) Tenant shall pay Landlord a monthly rental as stated on Exhibit A in lawful money of the United States of America for each and every month of the lease (plus any tax other than net income and estate taxes levied by any Federal, State or local authority upon the rental or the receipt thereof), payable in advance on the first day of each month commencing with the commencement date of the lease. Rent for any period during the term hereof which is for less than one month shall be a pro-rata portion of the monthly installment. Rent shall be payable to Landlord at the address stated herein or to such other persons or at such other places as Landlord may designate in writing. (e) The Premises are commonly known as ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Tucson, Arizona, 85705, consisting of approximately 3,000 square feet. (f) Tenant's Percentage is 30.00 %. (g) Tenant's Security Deposit is $ 4,592.55. (h) Tenant's use of the Premises shall be for general office uses. (i) Tenant's base year shall be the Calendar Year 2006.

Fundamental Information. 27 Section 7.2. Prior Transactions.........................................28 Section 7.3. Subsidiaries...............................................28 Section 7.4. Authorization, Validity and Enforceability.................28 Section 7.5. Noncontravention...........................................28 Section 7.6. Financial Statements and Projections.......................28 Section 7.7. Litigation.................................................28 Section 7.8. ERISA and Employee Benefit Plans...........................28 Section 7.9. Compliance with Laws.......................................29 Section 7.10. Taxes......................................................29 Section 7.11. Location of Collateral and Books and Records...............29 Section 7.12. Accounts...................................................29 Section 7.13. Inventory..................................................29 Section 7.14. Documents, Instruments, and Chattel Paper..................29 Section 7.15. Proprietary Rights.........................................29 Section 7.16. Investment Property........................................29 Section 7.17. Reserved...................................................29 Section 7.18. Material Agreements........................................30 Section 7.19.

Fundamental Information. Schedule 7.1 sets forth, for each of Borrower and its Subsidiaries and other Affiliates, respectively (a) its legal name, (b) its federal tax identification number, (c) its jurisdiction of organization, (d) its address of its chief executive office, (e) jurisdictions in which qualification is necessary in order for it to own or lease its property and conduct its business, (f) the relationship to Borrower of each of such Subsidiaries and other Affiliates, and (g) a true and complete listing of each class of Borrower's and each such Subsidiary's and Affiliate's Equity Interests, all of which are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Person identified therein. Borrower is a registered organization, as defined by the UCC, duly organized and validly existing and in good standing under the laws of its jurisdiction of organization, and is qualified to do business and is in good standing as a foreign organization in each jurisdiction in which qualification is necessary in order for it to own or lease its property and conduct its business and has all requisite power and authority to conduct its business and to own its property.