Additional Seller Obligations Sample Clauses

Additional Seller Obligations. When requesting a Seller Initiated Test during a Put Delivery Period, Seller shall also enter information into the Outage Management System, as well as provide Availability Notices reflecting such Seller Initiated Test, as set forth in Article Twenty.
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Additional Seller Obligations. (a) Smoke/Carbon Monoxide Detectors: R.I.G.L. 23-28.1 requires certain residential dwellings to be equipped with an approved smoke detector and carbon monoxide detector system. It is the responsibility of the Seller of a two or three unit dwelling to deliver the Property at the closing in compliance with such law along with a smoke detector and carbon monoxide detector certificate dated no earlier than 60 days before the closing.
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Additional Seller Obligations. (a) Foreign Investment in Real Property Tax Act (“FIRPTA”): The Seller represents that the Seller is not a foreign person or foreign corporation as defined in FIRPTA and according, that the Buyer will not be required to comply with the withholding requirements of FIRPTA at the closing. (b) All City building permit fees waived (a) (c) City of Central FallsSeller to provide an upfront $30,500 recourse loan to Buyer, on each site, forgiven at certificate of occupancy if the Buyer’s profit after sale does not exceed fifteen percent (15%) of its documented basis..
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Additional Seller Obligations. If (i) Seller assigns or transfers to another Person, or grants to another Person any assertion rights under, any of the Licensed IP, or (ii) Seller or any of its Affiliates assigns or transfer to another Person, or grants to another Person any assertion rights under, any of the Other Seller IP, then Seller (and if applicable such Affiliate) shall require that such Person receives the Licensed IP, Other Seller IP, or assertion rights, subject to, and ensure that each such Person is bound by and agrees in writing to comply with, the license granted in this Section 6.7 and the covenant not to sue in Section 6.8 below, as if such Person were substituted for the Seller in this Section 6.7 and Section 6.8 below, and that such Person agrees to (A) perform the obligations described in this sentence if such Person assigns or transfers, or grants any assertion rights under, any of such Licensed IP or Other Seller IP, and (B) promptly provide Novartis Pharma AG with written notice describing such assignment, transfer or grant, including the identity of the recipient thereof. ACTIVE/123404471.12
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Additional Seller Obligations. From and after the Phase III Closing Date (and conditioned on the occurrence of the Phase I Closing, the Phase II Closing and the Phase III Closing) until the date that is the eighteen-month anniversary thereof, Seller shall be required to retain direct ownership, free and clear of any Liens, of no less than a number of shares of the Phase III Stock Consideration that has an aggregate value of less than Ten Million Dollars ($10,000,000.00) (valued as of the date of the Phase III Closing).
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Additional Seller Obligations. (a) Smoke and Carbon Monoxide Detectors: Rhode Island law requires that all existing one-, two- and three-family dwellings, and all existing residential buildings with less than eight units, shall be equipped with an approved smoke and carbon monoxide detector system. It s the responsibility of the Seller to deliver the Property at the closing in compliance with such la along with a smoke and carbon monoxide detector certificate dated no earlier than 60 days before the Closing. If such detectors must be installed or replaced, the Buyer shall be solely responsible for the costs associated therewith. (b) Foreign Investment in Real Property Tax Act (“FIRPTA”): The Seller represents that the Seller is not a foreign person or foreign corporation as defined in FIRPTA and according, that the Buyer will not be required to comply with the withholding requirements of FIRPTA at the closing.
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Additional Seller Obligations. Each User who registers as a Seller represents and warrants that it is a professional reseller of the Products it proposes to sell on the Website. The Seller, under the ‘Know Your Customer’ procedure forming part of registration on the Website, must provide BACK MARKET with the following administrative documents: -1 photocopy/scan of the identity document of each natural person who holds at least 25% of the company’s shares -1 copy of the bank details -1 copy of the Certificate of incorporation -1 copy of a good standing certificate from the Secretary of State for the state in which the Seller is incorporated. Seller, agrees that Seller will comply with all the rules, and obligations and laws, including that apply to Seller, without limitation to the following: consumer laws (clarity of the offers made to the consumer, consumer information, availability of Products, delivery conditions, consumer withdrawal period, billing and distance selling, warranties etc.), tax laws, laws concerning unfair, misleading or aggressive commercial practices, laws related to clearance sales, which he/she asserts that he/she is fully aware of. The Seller acting in a professional capacity represents and warrants to BACK MARKET that Seller will fulfill all Seller’s professional obligations , and Seller acknowledges and agrees to be bound by the obligation imposed on Sellers in the BACK MARKET Quality Charter (“Quality Charger”), which is incorporated in this Agreement by reference and will compensate BACK MARKET for any consequences linked to any failure by the Seller to perform his/her obligations in Seller’s capacity as a professional reseller of refurbished electronic Products. The Seller therefore agrees to meet directly the payment of all sums, including any sentences to a fine, court fees, legal expenses and other amounts due in this respect.
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Additional Seller Obligations. Seller shall, at its sole cost and expense, except as set forth in this Agreement, take all commercially reasonable diligent efforts to complete the Seller’s Conditions Precedent with respect to the Projects, and the satisfaction of the Project Milestones and otherwise as required in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, for the acquisition, development, construction, installation and completion of the Project. From and after the Project Transfer Date, all Land Contracts, Interconnection Agreements, Power Purchase Agreements, Conditional Use Permits, Permits, Permit Applications and all other Development Documents evidencing rights, approvals or assets with respect to the Projects shall be entered into and obtained in the name of the SPE owning the respective Project. Notwithstanding the foregoing, from and after the Effective Date, Seller shall have no right, power or authority to enter into, modify, amend or supplement any agreement or other binding obligation with respect to any Project, and any documents or materials comprising any such agreement or binding obligation shall be executed and entered into solely by the SPE owning the respective Project, or with the prior written consent of Buyer. With respect to each Project, Seller shall, at its sole cost and expense, except as set forth in this Agreement, be solely responsible for all costs of such Project until the completion of Project Milestones 1-5 for such Project, as evidenced by the Seller Expense Schedule. In addition to completing the Seller’s Conditions Precedent with respect to the Projects, and the satisfaction of the Project Milestones, Seller shall further be obligated, at its sole cost and expense, except as set forth in this Agreement, to obtain and provide to Buyer the following with respect to the Projects:
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Additional Seller Obligations 
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Related to Additional Seller Obligations

  • Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.

  • Purchaser Obligations EXPIRATION. Upon expiration of this Participating Addendum, Purchaser shall accept and take delivery of all outstanding and not yet fulfilled Purchase Orders and pay Contractor the price as set out in the Master Agreement. Notwithstanding any provision to the contrary, in no event shall a Purchaser’s Purchase Order pursuant to this Participating Addendum that is executed prior to expiration of this Participating Addendum allow for Contractor to provide Goods and/or Services more than twelve (12) months beyond the expiration date of the Master Agreement.

  • Buyer Obligations During the Delivery Term, Buyer shall arrange and be responsible for transmission service, including risk of transmission outage or curtailment, from the Delivery Point and bear all risks and costs associated with such transmission service, including, but not limited to, any transmission outages or curtailment. During the Delivery Term, Buyer shall Schedule or arrange for Scheduling Coordinator services with its Transmission Providers to receive the Product at the Delivery Point. During the Delivery Term, Buyer shall be responsible for all CAISO costs and charges, electric transmission losses and congestion from the Delivery Point.

  • Supplier Obligations 7.1 The Supplier shall: 7.1.1 at all times allocate sufficient resources to supply the Services in accordance with the Contract; 7.1.2 provide and fulfil any ancillary or incidental service, function or responsibility not specified in the Service Specification where such service, function or responsibility is necessary for the proper performance of the relevant Services; 7.1.3 obtain, and maintain throughout the duration of the Contract, all the consents, approvals, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary for the provision of the Services or performance of any other obligation under this Contract; 7.1.4 ensure the Supplier Assets used in the performance of the Services will be free of all encumbrances (except as agreed in writing with the Authority); 7.1.5 ensure that in the performance of its obligations under the Contract it does not disrupt the operations of each Commissioning Body and their respective Personnel; 7.1.6 ensure that any documentation, information and training provided to each Commissioning Body under this Contract (including in relation to the use of the Website) is comprehensive, accurate and prepared in accordance with Good Industry Practice; 7.1.7 co-operate with the Other Supplier(s) and provide reasonable information (including any documentation), advice and assistance in connection with the Services to the Other Supplier(s) including to enable such Other Supplier(s) to provide services to the respective Commissioning Bodies and, on the expiry or termination of this Contract for any reason, to enable the timely transition of the Services (or any of them) to the respective Commissioning Bodies and/or to any Replacement Supplier; 7.1.8 to the extent it is legally able to do so, hold on trust for the sole benefit of the Authority, all warranties and indemnities provided by third parties or any Sub- contractor in respect of any Deliverables and/or the Services and, where any such warranties are held on trust, at its cost enforce such warranties in accordance with any reasonable directions that the Authority may notify from time to time to the Supplier; 7.1.9 unless it is unable to do so, assign to the Authority on the Authority’s written request and at the cost of the Supplier any such warranties and/or indemnities as are referred to in Clause 7.1.8; 7.1.10 provide each Commissioning Body with such advice and assistance as that Commissioning Body may reasonably require during the Contract Period in respect of the supply of the Services; 7.1.11 gather, collate and provide such information and co-operation as the Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under the Contract; 7.1.12 notify the Authority of any circumstances suggesting that a change of Control of the Supplier is planned, in contemplation or has taken place; 7.1.13 notify the Authority in writing of any material detrimental change in the financial standing and/or any change in the credit rating of the Supplier; 7.1.14 subject to Clause 33.6, notify the Authority in writing within ten (10) Working Days of their occurrence, of any actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under the Contract; and 7.1.15 ensure that neither it, nor any of its Affiliates or Personnel, bring any Commissioning Body into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in that Commissioning Body, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Contract.

  • Developer Obligations In accordance with applicable NYISO requirements, Developer shall maintain satisfactory operating communications with Connecting Transmission Owner and NYISO. Developer shall provide standard voice line, dedicated voice line and facsimile communications at its Large Generating Facility control room or central dispatch facility through use of either the public telephone system, or a voice communications system that does not rely on the public telephone system. Developer shall also provide the dedicated data circuit(s) necessary to provide Developer data to Connecting Transmission Owner and NYISO as set forth in Appendix D hereto. The data circuit(s) shall extend from the Large Generating Facility to the location(s) specified by Connecting Transmission Owner and NYISO. Any required maintenance of such communications equipment shall be performed by Developer. Operational communications shall be activated and maintained under, but not be limited to, the following events: system paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances, and hourly and daily load data.

  • USER OBLIGATIONS As a user of the Website or Services, You may be asked to register with Us. When You do so, You will choose a user identifier, which may be Your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, Your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the Website and Services. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information. Providing false or inaccurate information, or using the Website or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

  • Customer Obligations 41.1. The Customer undertakes to use the Services strictly in accordance with the Contract and such other conditions as may be notified in writing to the Customer by Comtact from time to time and in accordance with the relevant provisions of the Communications Xxx 0000 with any other applicable laws and regulations, any directions given by the Director General of the office of Telecommunications or other competent authority. 41.2. The Customer will ensure that neither the Customer nor anyone under their control may use the Services:- o as a means of communication for a purpose other than that for which the Services are provided or in a manner in which constitutes a violation or infringement of the rights of any other party; o to make offensive, indecent, menacing, nuisance or hoax calls or calls of a defamatory character or fraudulently or in connection with a criminal offence. 41.3. The Customer hereby indemnifies and shall keep indemnified Comtact against all liabilities, claims, damages, losses and expenses arising from any breach of the Customer’s obligations in clause 41.2 and against any claim which is made against Comtact and/or the TSP because the Services are misused in any way by the Customer. Comtact or TSP reserve the right to take further action as specified in clause 46. 41.4. In respect of LCR Services the Customer is responsible for checking that the Customer is not currently in a contract with any other supplier(s) before changing over the line rental or LCR services to Comtact. Comtact will not be liable for any cancellation charges or other fees charged by the Customer’s previous supplier. 41.5. The Customer will comply with current regulations for NGNs which includes but is not limited to the following: o the Customer will provide the caller pricing information for each number wherever the number is printed or published. o the Customer will notify callers of undue delays between a call being connected and the caller accessing the service o where required the Customer will obtain prior permission for premium rate numbers 41.6. Comtact cannot be held responsible for any costs, consequential or otherwise, incurred by the Customer in preparation for the commencement of services until such time that Comtact confirms the activation of NGN number(s). The Customer should not undertake any marketing activities or publication of numbers until an order confirmation has been received from Comtact.

  • Owner Obligations 1. Ownership is defined as the original purchaser of the floor; original proof of purchase may be required for a claim; this warranty is non-transferrable. 2. The original Owner must submit notice of all claims under this warranty to Mohawk Group within a reasonable time after discovery of the alleged defect and within the specified warranty period. All claims not made in writing and received by Mohawk within the time period specified above shall be deemed waived. 3. Claims must be submitted to xxx.xxxxxxxxxxxxx.xxx, or by email or phone at xxxxxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx or 0-000-000-0000. 4. Mohawk reserves the right to require physical access to damaged floor for visual inspection and/or request images of the defective flooring; If Mohawk Group determines that carpet is to be replaced or repaired under the terms of this warranty, all areas must be free of all equipment, furnishings, partitions, and the like at the Owner’s expense.

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Transaction Obligor of its obligations under any of the Finance Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; (d) have or be deemed to have any relationship of trust or agency with, any Obligor.

  • 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 xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx 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”).

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