Note to Sellers Clause Samples

A "Note to Sellers" clause serves as an informational section within a contract or agreement, providing guidance, instructions, or important reminders specifically for the sellers involved in the transaction. This clause may clarify procedural steps, highlight key obligations, or draw attention to critical deadlines that sellers must observe. Its core practical function is to ensure that sellers are fully aware of their responsibilities and any special considerations, thereby reducing misunderstandings and promoting smooth execution of the agreement.
Note to Sellers. EE definition can be removed for other Project types]
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Note to Sellers. This is for a 100 MW project. Use $10,000/MW]. If after such change in Law has occurred, Seller determines that it will exceed the RPS Qualification Expenditure Maximum to implement the RPS Qualification Improvement, Seller shall notify Buyer and provide documentation and calculations to support the expected exceedence (“RPS Qualification Improvement Notice”). Buyer shall then have sixty (60) days after receipt of the RPS Qualification Improvement Notice to verify or dispute Seller’s documentation and calculation. The Parties shall then have thirty (30) days to agree in writing (such agreement not to be unreasonably withheld, conditioned or delayed) on the amount by which Seller will exceed the RPS Qualification Expenditure Maximum in order to satisfy the RPS Qualification Improvement (“RPS Qualification Improvement Amount Agreement”). Buyer may then:
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Note to Sellers. If Project is Energy Efficiency, Replace this Section 9.3 with the following: Payment of all undisputed amounts owed shall be paid in accordance with Invoice submittal requirements in Appendix XX.]
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Note to Sellers. The Company’s two current subsidiaries will be transferred out of the Company prior to the Closing, with evidence of such transfer delivered to the Purchaser. Any assets held by such subsidiaries and used in the Company’s business should be transferred to the Company prior to the Closing.
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Note to Sellers. At the Closing, Buyer shall deliver to Sellers a subordinated note in favor of Sellers in the amount of One Million Two Hundred Thousand Dollars ($1,200,000), subject to reduction pursuant to the last sentence of Section 3.2(b, in the form attached hereto as Exhibit B (the “Note”). The Note shall provide for interest at the rate of 7% per annum payable quarterly in arrears, with all outstanding principal and interest due in full on the third anniversary date of the Closing Date.
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Note to Sellers. To be updated as necessary for each Seller.
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Note to Sellers. Buyer Curtailment Periods will be summed to calculate hours used; for example, 12 five-minute intervals or 6 ten-minute intervals would both be equal to one hour of curtailment] Note: Sellers should enter the maximum flexibility the Project can offer given the operational constraints of the technology. Seller must indicate in the offer form if the Project cannot meet the Real-Time Market Settlement Interval timeline (currently 5-minute intervals).
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Note to Sellers. Schedule 5.1 to include monetizing the life insurance policy currently in place with respect to the life of ▇▇. ▇▇▇▇ ▇. Day and severance payments to be made to ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. or indirectly do, or propose to do, any of the following without the prior written consent of Parent and the Purchaser: (a) amend or otherwise change its Articles of Incorporation or By-laws or the Joint Venture Agreement;(2) (b) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (i) any shares of capital stock of any class of the Company or its Subsidiaries (other than issuances of Company Common Stock pursuant to and in accordance with the Top-Up Option or the Company Stock Options outstanding as of the date hereof), or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, any other ownership interest (including any phantom interests) or Voting Debt of the Company or its Subsidiaries or (ii) any assets of the Company or its Subsidiaries, except sales of inventory in the ordinary course of business, consistent with past practice, and except for other assets, including the sale of used equipment in the ordinary course of business, consistent with past practice, which, in the aggregate, have an immaterial value; (c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (other than between any wholly owned Subsidiary of the Company and the Company or as expressly provided for herein); (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, or propose to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (e) acquire (including by merger, consolidation or acquisition of stock or assets) or agree to acquire any corporation, partnership, limited liability company, or other business organization or division thereof; (f) (i) incur or agree to incur any Indebtedness or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances, or capital contributions to or investments in, any other Person, except in the ordinary course of business consistent with past practice; or (ii) authorize capital expenditures which are, in the aggregate, in excess of $250,000 (othe...
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Note to Sellers. This group to include the family members (other than ▇▇▇▇▇▇▇, a minor). Extent of coverage of ▇▇▇▇ and ▇▇▇▇▇ under review.
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Related to Note to Sellers

  • SELLERS s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

  • Seller's Documents At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14; (g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

  • Buyer Buyer is responsible to provide clear instructions, approvals and timely payments for the services availed

  • Seller’s Closing Obligations On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A ▇▇▇▇ of sale in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

  • Deliveries by Sellers At or prior to the Closing, Sellers shall deliver or cause to be delivered to Buyer: (a) a Membership Interest Assignment, in the form attached hereto as Exhibit A, duly executed by each Seller (collectively, the “Membership Interest Assignments”), for the transfer of the Purchased Interests on the books of the Company; (b) constructive possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information within the possession of the Seller Parties or any of their Affiliates pertaining to the Company (collectively, the “Records”), provided that the Seller Parties may retain (i) copies of any Tax Returns and copies of Records relating thereto, (ii) copies of any Records that the Seller Parties are reasonably likely to need for complying with Legal Requirements, and (iii) copies of any Records that in the reasonable opinion of the Seller Parties will be required in connection with the performance of Seller Parties’ obligations under Article VI; (c) customary payoff letters from all holders of Closing Date Debt (which letters shall contain payoff amounts, per diems, wire transfer instructions and an agreement to deliver, upon full payment, UCC-3 termination statements, and other appropriate releases) (“Payoff Letters”) and evidence of release of all Liens; (d) for the Company and each Seller, a certificate of the appropriate public official, dated not more than ten (10) Business Days prior to the Closing Date, to the effect that such Person is a validly existing limited liability company or corporation (as applicable) in good standing in the applicable State of formation and each other State where such Person is qualified to do business; (e) for the Company and each Seller, a certificate from the Secretary of such Person attaching true, correct, and complete copies of (i) its certificate of formation (or comparable document) or certificate of incorporation (as applicable) as of the Closing Date, certified by the Secretary of State of the State of formation of such Person, (ii) its limited liability company agreement or bylaws (as applicable) of such Person as of the Closing Date, and (iii) resolutions authorizing the Transactions adopted by such Person’s (A) board of directors or manager(s) (as applicable), and (B) member(s) or shareholder(s) (as applicable), in each case as were amended, supplemented, or otherwise modified, renewed, or replaced prior to the Closing Date; (f) certifications from each Seller in form and substance reasonably satisfactory to Buyer that no withholding is required under Sections 1445 or 1446 of the Code and the Treasury Regulations promulgated thereunder or a properly executed Form W-9; (g) the third party consents set forth on Schedule 3.4; (h) the Seller Representative Closing Certificate; (i) evidence reasonably satisfactory to Buyer and its counsel that the Sellers purchased an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage to provide directors, managers and officers of the Company prior to the Closing with coverage for a period of up to six (6) years after the Closing Date (the “D&O Tail”); and (j) such other documents and instruments as may be reasonably required by Sellers to consummate the Transactions.