Summary of Facts Clause Samples

Summary of Facts. The Ivanpah solar power complex will consist of three solar thermal power generation projects. Each project company owns one of the projects. At the moment, the project companies are wholly owned by BrightSource Energy, Inc. (“BSE”). Each is a disregarded entity for federal income tax purposes. BSE may sell down its interest in a holding company to which it will contribute the membership interests in the project companies. BSE expects this holding company to be treated as a partnership for federal income tax purposes, upon such a sell-down. BSE intends to restrict ownership of the holding company (initially and going forward) to entities that would be eligible to receive a cash grant themselves had they owned a project directly. Each project company would continue to be a disregarded entity for federal income tax purposes. Project I is intended to have a gross capacity of 126 MW. Each of project II and project III is intended to have a gross capacity of 133 MW. Each project will consist of thousands of heliostats in a solar field that will reflect and concentrate solar radiation onto a central point in a “power tower.” At the top of the tower, there is a boiler system. The concentrated solar radiation will heat water to generate superheated and pressurized steam. The steam will be used to power a standard steam turbine generator to produce electricity. All three projects will be located on a 3600 acre site controlled by the Bureau of Land Management and that is just west of the Ivanpah dry lake in Southern California. The projects also will use certain common equipment that is located on the same site in a “common area.” Each project company will own a direct and undivided interest in this common equipment that is based on its expected percentage of use. The construction of each project principally requires the delivery and installation of heliostats, a boiler system, a conventional steam turbine generator set and a control system that will compute the optimal positioning of the heliostats to provide the boiler system with the required intensity and distribution of light to optimize steam output. Cash Grant Opinion - Ivanpah 3 April 5, 2011 CONSTRUCTION CONTRACT STRUCTURE The construction contract structure for each project is the same. There are two principal contractors building each of the projects: (i) BrightSource Construction Management, Inc. (“BSCM”) and (ii) ▇▇▇▇▇▇▇ Power Corporation (“Bechtel”). BSCM is a US subsidiary of BSE and both are included...
View SourceView Similar (6)
Summary of Facts. A detailed summary of facts shall be recorded in writing by each party immediately following the completion of Stage 3. Each party shall exchange with the other its written summary of the facts for the record. Should either party disagree with the summary of facts of the other party, such disagreement shall be brought to the immediate attention of the other party. The parties shall attempt to reach consensus, however, failing to do so shall not restrict either party from proceeding to arbitration nor restrict either party from bringing forward new information to the arbitration hearing.
View Source
Summary of Facts. Obligations - Check all appropriate boxes for any combination of obligations
View Source
Summary of Facts. The facts of this case, in summary, are:
View Source
Summary of Facts. 20 FGNA is a not-for-profit membership association that promotes and supports the Feldenkrais 21 Method® of somatic education and its practitioners. (Declaration of ▇▇▇▇▇ ▇▇▇▇▇▇, ¶ 3) (Dkt. No. 19- 22 1). The purposes of the FGNA include increasing public awareness of the Feldenkrais Method® of 23 somatic education, certifying and providing opportunities for continuing education of practitioners, 24 and protecting the quality of the Feldenkrais® work and research in the effectiveness of the 25 Feldenkrais Method® of somatic education. (Id.) FGNA first began certifying Feldenkrais® 26 practitioners in 1989. There are about 1300 current members of the FGNA, including over 1150 27 members offering services throughout the United States. (Id. ¶ 6.) 28 A. FGNA’s Trademarks, Service Marks, and Certification Marks
View Source
Summary of Facts. 2.1 ▇▇▇ ▇▇▇▇▇▇ (‘▇▇ ▇▇▇▇▇▇’) created a website ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (‘The Website’) to provide document certification and notarisation services. The Website allows users to upload an image of their document, and then receive a PDF document that contains a printed certification, printed signature, and it can also produce an Apostille. 2.2 On 25 June 2021, a member of the Public, Ms C contacted the SRA having used The Website to certify and apostille a document for her from a scanned copy. An apostille can only be issued by a competent authority, which in the UK is the Foreign, Commonwealth and Development Office (“FCDO”). ▇▇ ▇▇▇▇▇▇ was not authorised to issue an apostille. Ms C discovered that the documents issued through The Website were invalid, and she would have to pay again for the services she required. 2.3 On 15 July 2021 we received a report from the Legalisation Office at the FCDO regarding the website created by ▇▇ ▇▇▇▇▇▇. 2.4 The FCDO highlighted that ▇▇ ▇▇▇▇▇▇ had described himself as a notary and it had found no evidence ▇▇ ▇▇▇▇▇▇ was a notary. 2.5 During our investigation, ▇▇ ▇▇▇▇▇▇ explained that he had certified documents for his clients in the past and following the Covid pandemic decided to offer this service online. Through this service, he was also asked to notarise and apostille documents, which he believed he could do. A list of clients provided by ▇▇ ▇▇▇▇▇▇ shows that he provided notarial services over a period of five months between 26 May 2021 and 24 October 2021. In addition, between 2 June 2021 and 7 October 2021 he added an Apostille to documents on 25 occasions. 2.6 ▇▇ ▇▇▇▇▇▇ has not qualified to be become a notary public and is not approved by the Master of the Faculties to provide notarial services. 2.7 As soon as ▇▇ ▇▇▇▇▇▇ became aware that he could not notarise or apostille documents, he stopped providing this service.
View Source
Summary of Facts. The Buyer is acquiring the Property subject to one or more mortgages, deeds of trust, or liens against the Property (the "Existing Loan"). This means that the Existing Loan will not be paid off at the time of ▇▇▇▇▇'s purchase of the Property. The Existing Loan will remain outstanding. By purchasing the Property subject to the Existing Loan, ▇▇▇▇▇ is not assuming Seller's obligations on the Existing Loan (“Loan Assumption”). Buyer agrees to make all payments in compliance with the terms of the Existing Loan after ▇▇▇ on behalf of the Seller.
View Source

Related to Summary of Facts

  • Securities Laws Disclosure; Publicity The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

  • Certain Statements The statements set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus under the caption “Description of Capital Stock,” insofar as they purport to constitute a summary of (A) the terms of the Company’s outstanding securities, (B) the terms of the Securities, and (C) the terms of the documents referred to therein, are accurate and fair in all material respects.

  • Revisions of Prospectus -- Material Changes If at any time prior to the Settlement Date any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Agents, counsel for the Company or counsel for the Trust, to amend or supplement the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, to amend or supplement the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as applicable, the Company shall give prompt notice, confirmed in writing, to the Agents to cease the solicitation of offers for the purchase of Notes and to cease sales of any Notes by the Purchasing Agent, and the Company will promptly prepare and file with the Commission subject to Section III(b)(ii) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement and Prospectus comply with such requirements, and the Company will furnish to the Agents, without charge, such number of copies of such amendment or supplement as the Agents may reasonably request. In addition, the Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the "1934 Act Regulations") so as to permit the completion of the distribution of each offering of Notes.

  • Accuracy of Statements in Prospectus The statements in each of the Preliminary Prospectus and the Prospectus under the captions “Description of Notes,” “Description of Capital Stock,” “Description of Debt Securities,” “Description of Other Securities,” and “Certain U.S. Federal Income Tax Considerations,” in each case insofar as such statements constitute a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein.

  • Preparation of Proxy Statement As promptly as practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.