Use of Attachment Facilities by Third Parties Purpose of Attachment Facilities. Except as may be required by Applicable Laws and Regulations, or as otherwise agreed to among the Parties, the Attachment Facilities shall be constructed for the sole purpose of interconnecting the Large Generating Facility to the New York State Transmission System and shall be used for no other purpose.
ADMISSIBILITY OF REPRODUCTION OF CONTRACT Notwithstanding the best evidence rule or any other legal principle or rule of evidence to the contrary, the Contractor acknowledges and agrees that it waives any and all objections to the admissibility into evidence at any court proceeding or to the use at any examination before trial of an electronic reproduction of this contract, regardless of whether the original of said contract is in existence.
Deliveries by the Buyer On the Closing Date, the Buyer will deliver, or cause to be delivered, to the Company and the Shareholder the following: (A) The Purchase Price by delivery of certificates for the four hundred fifty thousand (450,000) shares of Common Stock and Four Million Nine Hundred Eighty-four Thousand Five Hundred Sixteen Dollars ($4,984,516) as calculated on Exhibit A hereto, by cash, or certified or official bank check payable to the order of the Company, or by wire transfer of federal funds to the account of the Company, as the Company and Shareholder shall direct in writing on or before the Closing Date; provided, however, Buyer may, upon written agreement of all parties hereto, deduct from the cash portion of the Purchase Price and pay directly amounts due any creditor of the Company, including, without limitation, the Tax Liabilities (but excluding any amounts due for any of the Assumed Liabilities), in which event, evidence of such payment shall be presented at the Closing. Notwithstanding the foregoing, one hundred twenty thousand (120,000) of the four hundred fifty thousand (450,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Indemnity Escrow Agreement, and one hundred fifty thousand (150,000) shares of Common Stock shall be delivered to the Escrow Agent to be held in accordance with the terms of the Revenue Shortfall Escrow Agreement. (B) Such instruments of assignment and assumption executed by the Buyer, as the parties hereto reasonably may determine necessary to effectuate the assignment to the Buyer of the Business Agreements and the assumption by Buyer of the Assumed Liabilities. (C) The Indemnity Escrow Agreement and the Revenue Shortfall Escrow Agreement, each duly executed by the Buyer and the Escrow Agent. (D) The Employment Agreement executed by Buyer. (E) Resolution of the Board of Directors of Buyer and Parent, authorizing the execution of this Agreement and other documents contemplated hereby and the transactions contemplated hereby. (F) Certificates issued by Parent to the Company or its designee, representing the Common Stock for that portion of the Purchase Price to be paid in Common Stock, which certificate shall be properly legended to reflect that the Common Stock represented thereby has not been registered under the Securities Act of 1933, as amended, and are subject to the terms of the Right of First Refusal Agreement. (G) The Right of First Refusal Agreement duly executed by Parent. (H) The Subscription Agreement duly executed by Parent.
No Manipulation of Market for Securities The Fund will not (a) take, directly or indirectly, any action designed to cause or to result in, or that might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Fund to facilitate the sale or resale of the Securities in violation of federal or state securities laws, and (b) except for share repurchases permitted in accordance with applicable laws and purchases of common shares in the open market pursuant to the Fund’s dividend reinvestment plan, until the Closing Time, or the Date of Delivery, if any, (i) sell, bid for or purchase the Securities or pay any person any compensation for soliciting purchases of the Securities or (ii) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Fund.
Maintenance of Office and Transfer Books by the Depositary Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers, combinations and split-ups and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners for an object other than the business of the Company, including without limitation a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books after consultation with the Company to the extent practicable, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the request of the Company, provided that any such closing of the transfer books shall be subject to the provisions of Section 2.06 which limit the suspension of withdrawals of Shares. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar or, with the written approval of the Company, appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges. The Company shall have the right, upon reasonable request, to inspect the transfer and registration records of the Depositary relating to the Receipts, to take copies thereof and to require the Depositary and any co-registrars to supply copies of such portions of such records as the Company may request.