Additional Obligations of Seller Sample Clauses

Additional Obligations of Seller. In addition to any other obligations of Seller that will survive Closing, Seller agrees as follows:
Sample 1
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Additional Obligations of Seller. 2.4.1. Seller shall provide Buyer with documents, confirming waivers of the rights of the founders of the mass-media "TELEEXPRESS", named in the certificate of the mass- media "TELEEXPRESS" No. 02347 of February 25, 1994, and/or other documents confirming non-presenting to the registration authorities documents in accordance with art. 26 of the Federal law of the Russian Federation "About registration of legal entities and self-employers" during the period of validity of the present Agreement. 2.4.2. Seller shall terminate a contract with general director of Issuer Mr. Moskvin Sergei Lvovich without any additional consideration xoxxxxxxxxxxxxx to the fact of pre-term termination of the said contract and/or alternation of the owner of Issuer during the period of validity of the present Agreement. 2.4.3. Seller shall provide Buyer during the period of validity of the present Agreement with documents confirming transfer of title to the share of limited liability company "Televisionnaya kompaniya "T-8" to CJSC "CTC-Region". The nominal price of the said share is 260 000 (Two hundred sixty thousand) rubles and equal to 100 % of the charter capital of "Televisionnaya kompaniya "T-8" LLC
Sample 1
Additional Obligations of Seller. (a) Seller will use commercially reasonable efforts to transfer all Pole Attachment Agreements to Buyer under the same terms and conditions as in the Seller's existing agreements, except those which are considered master agreements by the utility covering multiple Seller service areas. Seller will work with Buyer to transfer the real property lease on which the headend and tower reside, the Xxxxx Xxxx property, under the same terms and conditions as exist in the current agreement and secure the appropriate approvals from all individuals that are required to be a party to that agreement. Seller will conduct a land survey of the Xxxxx Xxxx property to accurately identify all of the property utilized by all of the facilities related to the cable operation and have the owner sign such survey which will be attached to the lease for the property Seller will obtain the property owner's wife's signature on the survey. Seller will fix all non-compliant issues that were identified in the most recent survey dated June of 2002 of the headend tower site. Seller will work with Buyer to transfer all required licenses required to operate the System. Seller will complete, according to the current specifications, all current construction related to the new headend building and complete the movement of the headend to the new facility, including all related and required electronics. The cost for this issue will be born by the Seller and included in the Purchase Price. Upon execution of this Agreement Seller will deliver to Buyer the record layout of Sellers existing billing and subscriber management software and will work with Buyers IT department or contractor to establish the required file transfer procedures. At Closing, Seller will deliver to Buyer the then current subscriber management, statistics, billing, accounts receivable, payment, and related data in readable electronic format. Buyer will provide Seller with a reasonable number of spare parts for the headend and related electronics based on reasonable standards for the maintenance of the System, based on list to be mutually agreed upon by the Parties. Seller will provide to Buyer all Seller owned test equipment to maintain the System and to perform all required test for governmental agencies. Seller will not operate the System in violation of copyright infringement laws. Seller shall permit Buyer to begin work to obtain all encroachment permits, including all required system modifications, at the Jamestown Marina, ...
Sample 1
Additional Obligations of Seller. Seller covenants and agrees as follows:
Sample 1
Additional Obligations of Seller a. Seller shall [*] [***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. b. Seller shall [*] 1. [*] to coordinate all RF activities relating to Customer's Products, make recommendations to Customer for current and future Product applications and manage technical issues arising from Product installations and optimizations. This [*] may be extended by mutual agreement of the parties. 2. [*] to develop RF plans, perform initial optimization on Products after installation and perform the initial and ongoing evaluation of Product performance statistics. 3. [*] to coordinate all logistics, including shipping, installing and optimizing Customer's Products. 4. [*] to perform routine maintenance on Customer's Products and perform troubleshooting functions. These engineers will be dedicated to working [*] on Customer's Products and will be charged to Customer pursuant to [*]. Such services will be invoiced upon completion of the services and shall be payable within [*] days of the date of invoice. c. Seller may use the above personnel (except for the maintenance engineers whose time is charged to customers) on other non-Customer projects provided that such redeployment does not affect service quality to Customer. d. [*] Seller shall provide Customer with a written procedure for submitting, tracing and resolving technical Product problems, including Product modifications and bug fixes. Such procedures shall include an escalation procedure. e. Seller agrees to discuss with Customer the possibility of Seller providing turnkey services to Customer which would include site preparation, RF engineering services and antenna installation. Such services, if offered, would be invoiced upon completion of the services and be payable within [*] of the date of invoice. f. Seller will provide a monitoring and alarm facility within Customer's network operations center (NOC) for all Products that have SiteNet installed and operational at a price to be mutually agreed by the parties. [***] CERTAIN INFORMATION ON THIS PAGE(S) HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 22. Exhibit A of the Agreement is amended as follows: [*] 23. All other terms and conditions of the Agreement remain the same.
Sample 1
Additional Obligations of Seller. (A) Seller agrees to give full, complete and actual possession of the Property to Buyer at the Closing Date. (B) Between the date of this Agreement and the Closing Date, Seller agrees that it will: (i) manage and operate the Property only in the ordinary course of business and maintain in full force and effect the insurance policies described in Section 5(K); (ii) at its expense, maintain the Property in its present order and condition and deliver the Property at the Closing Date in substantially the same condition it is in as of the date of this Agreement, reasonable wear and tear and damage by fire or other casualty excepted; (iii) give prompt notice of any fire or casualty affecting the Property after the date hereof; (iv) after the date hereof, deliver to Buyer promptly after receipt by Seller a copy of notices of violation issued by any governmental authority with respect to the Property and, at its sole cost and expense, remedy before the Closing Date all violations thereby noticed, as well as any other violation of any law, ordinance, rule or regulation affecting the Property, and any outstanding work orders and requirements of any company insuring the Property against casualty; (v) promptly notify Buyer in writing of any facts or events that Seller learns of which would cause any of Seller's representations and warranties to be untrue or incorrect; (vi) perform, observe and comply with all the terms and conditions of any agreement or contract concerning or relating to the Property which Seller is obligated to perform or observe. (C) Between the date hereof and the Closing Date, Seller shall not, without Buyer's written consent in each case: (i) voluntarily grant, create, assume or permit to exist any Mortgage, lien, lease, encumbrance, easement, covenant, condition, right-of- way or restriction upon the Property other than the Permitted Exceptions, or voluntarily take or permit any action adversely affecting the title to the Property as it exists as of the date of this Agreement; or (ii) enter into a contract for the sale of the Property to any other person. (D) Seller agrees that it will, at any time and from time to time after the Close of Escrow, at the request of Buyer, do, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged, or delivered all such further acts, deeds, assignments, transfers, conveyances and assurances as may reasonably be required for the better assigning, transferring, granting, assuring and conf...
Sample 1
Additional Obligations of Seller. On the Closing Date, Seller shall: (a) deliver to Purchaser such of the assets purchased as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business at the Offices; (b) execute, acknowledge and deliver to Purchaser all such endorsements, assignments, bills of sale, warranty deeds, and other instruments of conveyance, assignment and transfer as shall reasonably be necessary or advisable to consummate the sale and transfer of the purchased assets to Purchaser as hereinabove provided; (c) assign, transfer and deliver to Purchaser such of the following records pertaining to the deposit liabilities to be assumed by Purchaser as exist and are available in whatever form or medium is maintained by Seller: (i) signature cards, orders, night deposit agreements, borrower resolutions and other contracts between Seller and Offices'depositors, and records of similar character; (ii) deposit slips and cancelled checks or withdrawal orders representing charges to depositors; and (iii) records of accounts; (d) assign, transfer and deliver to Purchaser all collateral security of any nature whatsoever held by Seller as collateral for the Outstanding Loans; and (e) assign, transfer and deliver to Purchaser such loan files and records (in whatever form or medium is maintained by Seller) as may pertain to the Outstanding Loans.
Sample 1
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Additional Obligations of Seller 
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Related to Additional Obligations of Seller

  • Additional Obligations of the Company The Company shall: (a) At least three (3) Business Days before filing the Mandatory Registration Statement, furnish to counsel selected by the Holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports that have been filed via XXXXX which may be incorporated or deemed to be incorporated by reference thereto), and the Company shall in good faith consider any reasonable comments of such counsel received at least one (1) Business Day prior to filing. (b) Promptly notify the Holders when the Mandatory Registration Statement is declared effective by the Commission. The Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to the registration statement or any amendments thereto and shall furnish to the Holders, upon request, any comments of the Commission staff regarding the Holders. The Company shall promptly file with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act after the Company concludes that the staff of the Commission has no further comments on the filing. (c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use commercially reasonable efforts to register and qualify the securities covered by the Mandatory Registration Statement under such other securities or Blue Sky laws of such U.S. jurisdictions as shall be reasonably requested by the Holders unless an exemption from registration and qualification exists; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, file a general consent to service of process or subject itself to general taxation in any such states or jurisdictions. (e) Promptly notify each Holder of Registrable Securities covered by the Mandatory Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing (provided that in no event shall such notice contain any material, non-public information regarding the Company) and, when such state of facts no longer exists whether due to passage of time or filing of supplemental disclosure by the Company, the Company shall promptly furnish to each such Holder a reasonable number of copies of any supplement or amendment to such prospectus filed by the Company. (f) Use commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of the Mandatory Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction in the United States, and in the event of the issuance of any stop order suspending the effectiveness of such registration statement, or any order suspending or preventing the use of any related prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Company shall use commercially reasonable efforts to obtain promptly the withdrawal of such order. (g) Use commercially reasonable efforts to cause all Shares to be listed on each securities exchange on which the same class of securities issued by the Company are then listed (collectively, the “Trading Markets”), including, without limitation, by the filing of any required additional listing applications. (h) Use commercially reasonable efforts to cooperate with the Holders who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities sold pursuant to the Mandatory Registration Statement, and enable such certificates to be in such denominations or amounts, as the case may be, as the Holders may reasonably request and registered in such names as the Holders may request. (i) Provide and cause to be maintained a registrar and transfer agent for all Registrable Securities covered by any registration statement from and after a date not later than the effective date of the Mandatory Registration Statement. (j) Not, nor shall any subsidiary or affiliate thereof, identify any Holder as an underwriter in any public disclosure or filing with the SEC or the NASDAQ Stock Market or any other securities exchange or market without the consent of such Holder except as required by law.

  • Additional Obligations of Applicant Section 8.1.

  • Additional Obligations (a) The Company shall: (i) before filing a Registration Statement or a Prospectus or any amendments or supplements thereto in connection with any Piggyback Takedown, at the Company’s expense, furnish to Spectrum upon written request from Spectrum, copies of all such documents, other than documents that are incorporated by reference and that are publicly available through the SEC’s XXXXX system, proposed to be filed, and provide Counsel to Spectrum a reasonable opportunity to review and comment on such documents; (ii) notify Spectrum of the filing and effectiveness of the Registration Statement and prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period ending on the date on which all Registrable Securities have been sold under the Registration Statement applicable to such Shelf Registration or have otherwise ceased to be Registrable Securities and notify Spectrum of the filing and effectiveness of such amendments and supplements, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement; (iii) furnish to Spectrum without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, each Prospectus prepared in connection with such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any “issuer free writing prospectus” as such term is defined under Rule 433 promulgated under the Securities Act)), all exhibits and other documents filed therewith and such other documents as Spectrum may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by Spectrum, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the SEC or any other governmental authority relating to such offer; (iv) use its commercially reasonable efforts to: (A) register or qualify, or obtain exemption from registration or qualification for, such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the U.S. as Spectrum reasonably requests and of such other jurisdictions as the Company and Spectrum may mutually agree, (B) keep such registration, qualification or exemption in effect for so long as such Registration Statement remains in effect and (C) do any and all other acts and things which may be reasonably necessary or advisable to enable Spectrum to consummate the disposition in such jurisdictions of the Registrable Securities owned by Spectrum (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction); (v) notify Spectrum at any time when a Prospectus relating to the applicable Registration Statement is required to be delivered under the Securities Act (any which notice shall be deemed Confidential Information for purposes of Section 2.2 hereof): (1) as promptly as practicable upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any fact necessary to make the statements in the Registration Statement, the Prospectus or Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Free Writing Prospectus or document, and, at the request of Spectrum and subject to the Company’s ability to declare Suspension Periods pursuant to Section 4.2 hereof, the Company shall promptly prepare a supplement or amendment to such Prospectus or Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to Spectrum, and file such supplement or amendment with the SEC so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (2) as promptly as practicable after the Company becomes aware of any request by the SEC or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Free Writing Prospectus covering Registrable Securities or for additional information relating thereto; (3) as promptly as practicable after the Company becomes aware of the issuance or threatened issuance by the SEC of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities; or (4) as promptly as practicable after the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; (vi) use its commercially reasonable efforts to cause all Registrable Securities to be listed on the NYSE or such other securities exchange on which the Company’s Common Stock is then listed; (vii) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement; (viii) provide counsel to Spectrum a reasonable opportunity to review and comment upon any Registration Statement and any Prospectus Supplements; (ix) in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction, use its commercially reasonable efforts promptly to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain, at the earliest practicable date, the withdrawal of any order suspending or preventing the use of any related Prospectus or Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction; (x) if requested by Spectrum promptly include in a Prospectus supplement or amendment such information as Spectrum may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request; (xi) in the case of certificated Registrable Securities, cooperate with Spectrum and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities sold pursuant to a Shelf Registration Statement; (xii) in the case of a an underwritten offering, enter into an underwriting agreement in customary form and reasonably satisfactory to the Company and perform its obligations thereunder and take such other commercially reasonable actions as are required in order to expedite or facilitate each disposition of Registrable Securities included in such offering (including upon reasonable request, causing appropriate officers to attend and participate in “road shows” and other informational meetings organized by the underwriters, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements; (xiii) in the case of an underwritten offering, use its commercially reasonable efforts to obtain a “comfort” letter or letters, dated as of such date or dates as the Counsel to Spectrum or the managing underwriters reasonably requests, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by “comfort” letters as Counsel to Spectrum or any managing underwriter reasonably requests; (xiv) in the case of a Spectrum Underwritten Offering, furnish, at the request of any managing underwriter for such offering an opinion with respect to legal matters and a negative assurance letter with respect to disclosure matters, dated as of each closing date of such offering of counsel representing the Company for the purposes of such registration, addressed to the underwriters, covering such matters with respect to the registration in respect of which such opinion and letter are being delivered as the underwriters, may reasonably request and are customarily included in such opinions and negative assurance letters; (xv) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the SEC; and (xvi) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby).

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Additional Obligation Each replacement Note issued under Section 2.7(a) will be an original additional contractual obligation of the Issuer and have the benefits of this Indenture equally and proportionately with other Notes of the same Class duly issued under this Indenture.

  • No Additional Obligations For clarity, this Agreement shall not obligate either Party to disclose to the other Party, or maintain, register, monitor, prosecute, pay for or offer to pay for (including by offering remuneration to any inventors), defend, enforce or otherwise manage any Intellectual Property, except to the extent expressly set forth herein.

  • Unconditional Obligations This Guaranty is a guaranty of payment and performance and not of collection. Except as provided in Section 21, this Guaranty is an absolute, unconditional and irrevocable guarantee of the full and prompt payment and performance when due of all of the Guaranteed Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, and whether or not enforceable against DB Contractor. If any payment made by DB Contractor or any other Person and applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be repaid or refunded, then, to the extent of such payment or repayment, the liability of Guarantor will be and remain in full force and effect as fully as if such payment had never been made. Guarantor covenants that this Guaranty will not be fulfilled or discharged, except by the complete payment and performance of the Guaranteed Obligations, whether by the primary obligor or Guarantor under this Guaranty. Without limiting the generality of the foregoing, Guarantor’s obligations hereunder will not be released, discharged or otherwise affected by (a) any change in the Contract Documents or the obligations thereunder, or any insolvency, bankruptcy or similar proceeding affecting DB Contractor, Guarantor or their respective assets, and (b) the existence of any claim or set-off which DB Contractor has or Guarantor may have against TxDOT, whether in connection with this Guaranty or any unrelated transaction, provided that nothing in this Guaranty will be deemed a waiver by Guarantor of any claim or prevent the assertion of any claim by separate suit. This Guaranty will in all respects be a continuing, absolute and unconditional guaranty irrespective of the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any part thereof or any instrument or agreement evidencing any of the Guaranteed Obligations or relating thereto, or the existence, validity, enforceability, perfection, or extent of any collateral therefor or any other circumstances relating to the Guaranteed Obligations, except as provided in Section 21.

  • Obligations of Contractor 5.01 CONTRACTOR agrees to perform all Services in accordance with the terms and conditions of this Agreement and the Proposal. In the event that the terms of the Proposal shall conflict with the terms of this Agreement or contain additional terms that purport to bind the CITY other than the Services to be rendered and the price for the Services, the terms of this Agreement shall govern and said additional or conflicting terms shall be of no force or effect. 5.02 Except as otherwise agreed by the parties, CONTRACTOR will supply all personnel, materials and equipment required to perform the Services. CONTRACTOR shall provide its own offices, telephones, vehicles and computers and set its own work hours. CONTRACTOR will determine the method, details, and means of performing the Services under this Agreement. 5.03 CONTRACTOR shall keep CITY informed as to the progress of the Services by means of regular and frequent consultations. Additionally, when requested by CITY, CONTRACTOR shall prepare written status reports. 5.04 CONTRACTOR is responsible for paying, when due, all income and other taxes, fees and withholding, including withholding state and federal taxes, social security, unemployment and worker’s compensation, incurred as a result of the compensation paid under this Agreement. XXXXXXXXXX agrees to indemnify, defend and hold harmless CITY for any claims, costs, losses, fees, penalties, interest, or damages suffered by CITY resulting from CONTRACTOR’s failure to comply with this provision. 5.05 In the event CONTRACTOR is required to prepare plans, drawings, specifications and/or estimates, the same shall be furnished in conformance with local, state and federal laws, rules and regulations. 5.06 CONTRACTOR represents that it possesses all required licenses necessary or applicable to the performance of Services under this Agreement and the Proposal and shall obtain and keep in full force and effect all permits and approvals required to perform the Services herein. In the event CITY is required to obtain an approval or permit from another governmental entity, CONTRACTOR shall provide all necessary supporting documents to be filed with such entity. 5.07 CONTRACTOR shall be solely responsible for obtaining Employment Eligibility Verification information from CONTRACTOR’s employees, in compliance with the Immigration Reform and Control Act of 1986, Pub. L. 99-603 (8 U.S.C. 1324a), and shall ensure that CONTRACTOR’s employees are eligible to work in the United States. 5.08 In the event that CONTRACTOR employs, contracts with, or otherwise utilizes any CalPERS retirees in completing any of the Services performed hereunder, such instances shall be disclosed in advance to the CITY and shall be subject to the CITY’s advance written approval. 5.09 Drug-free Workplace Certification. By signing this Agreement, the CONTRACTOR hereby certifies under penalty of perjury under the laws of the State of California that the CONTRACTOR will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code, Section 8350 et seq.) and will provide a drug- free workplace. 5.10 CONTRACTOR shall comply with all applicable local, state and federal laws, rules, regulations, entitlements and/or permits applicable to, or governing the Services authorized hereunder.

  • Conditions to the Obligations of Seller The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Seller):

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