Buyer's Obligation. (a) In every case it shall be the responsibility of the Buyer to ensure that in the case of delivery from a tanker or installation, the storage tank or other receptacles into which delivery is to be made shall be suitable and of sufficient capacity for the delivery and they do not already contain any other specification to that tendered by the Seller. The Buyer shall hold the Seller indemnified against the consequences of any failure on the part of the Buyer so to ensure.
(b) It is the condition precedent to liability on any claim relating to the specifications or quality of the product that such claim is made in writing within 3 days of the delivery concerned in respect of the goods, or in the case of bulk deliveries by telephone telex or facsimile to the Seller's Head Office.
(c) While the Seller will use his best endeavors to comply with any instructions the Buyer may give as to the markings to be placed on the packages, the Seller accepts no responsibility for any failure and the Buyer shall indemnify the Seller against all the consequences to the Seller of complying with the Buyer's instructions in respect of so packing and marking the product.
(d) If the product is delivered in a damaged state, or in the event of loss, shortage, non-delivery, or delay the Buyer is required to notify the Seller and the Carriers (if any) within 3 days of delivery giving full details of the alleged damage, loss, shortage, non-delivery, damages or delay. Such notification is required to protect the Seller against third parties and this condition does not confer any additional rights on the Buyer.
(e) If the Buyer shall fail to give such notice as is required in conditions 10 (b) and 10 (d) then the product shall be deemed in all respects to be in accordance with the Agreement and the Buyer shall be deemed to have accepted the product.
(f) The product in respect of which the Buyer makes any claim shall be preserved intact as delivered. The Seller or its agents shall have the right to attend the Buyer's premises to investigate the complaint. Any breach of this condition shall preclude the Buyer from making any claim against the Seller in respect of any defect in the product, and from refusing to accept the product.
Buyer's Obligation. The obligation of Buyer to effect the Merger is subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions:
(a) The representations and warranties of Seller and the Company made in this Agreement (i) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects, as of the date hereof and as of the time of the Closing as though made as of such time, (ii) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects as so qualified, as of the date hereof and as of the time of the Closing as though made as of such time, except in each case to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects or in all respects, as applicable, on and as of such earlier date) and (iii) in the last sentence of Section 4.01 shall be true and correct in all respects. Seller and the Company shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller and the Company by the time of the Closing. Each of Seller and the Company shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of Seller or the Company, as applicable, confirming the foregoing and the condition in Section 3.01(h).
(b) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”) or other legal restraint or prohibition preventing the Merger, the Share Issuance or the Warrant Issuance, or compelling the Buyer or any of its Affiliates to dispose of all or a material portion of the business or assets of the Buyer or any of its Affiliates, shall be in effect.
(c) The waiting period under the Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), if applicable to the Merger, the Share Issuance and the Warrant Issuance, shall have expired or been terminated.
(d) Seller shall have executed and delivered, or, if applicable, shall have caused its Affiliates name...
Buyer's Obligation. On or before days (5 days if left blank) after Effective Date, Buyer will apply for third 47 party financing in an amount not to exceed % of the purchase price or $ , with a fixed 48 interest rate not to exceed % per year with an initial variable interest rate not to exceed %, with points or 49 commitment or loan fees not to exceed % of the principal amount, for a term of years, and amortized 50 over years, with additional terms as follows:
Buyer's Obligation. Buyer(s) will:
22 a) Work exclusively with Broker for Purchase of property;
23 b) Provide Broker with accurate and relevant personal financial information to determine Xxxxx’s ability to
Buyer's Obligation. Buyer is liable for and shall pay, cause to be paid, or reimburse Seller if Seller has paid, all Taxes applicable to a purchase of Electric Energy arising at and from the Delivery Point(s), including any Taxes imposed or collected by a taxing authority with jurisdiction over Buyer. Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes.
Buyer's Obligation. The Buyer agrees to take the puppy to a licensed veterinarian of his choice within 3 business days of purchase for a complete health examination. Should the dog be determined to be in ill health, the puppy shall be returned to the Seller, with a signed statement by the veterinarian. Full purchase price will be refunded.
Buyer's Obligation. The obligation of Buyer to consummate the transactions contemplated by this Agreement, including the payment of the Adjusted Purchase Price, is subject to the satisfaction (or waiver by Buyer) of each of the following conditions:
(i) Each of the representations and warranties of Seller contained in this Agreement shall be true and correct as of the date hereof and (except as they may be affected by transactions contemplated hereby) immediately before the Closing, as though made immediately before the Closing (unless and to the extent any such representation or warranty speaks specifically as of an earlier date, in which case as of such earlier date), except where the failure to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 4); Seller and its affiliates shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller and its affiliates by the Closing; and Seller shall have delivered to Buyer a certificate executed by an authorized officer of Seller dated the Closing Date confirming the foregoing.
(ii) No action, lawsuit, proceeding, or investigation brought by any government body shall be pending or threatened in writing wherein a judgment or order is reasonably likely to be issued that would prevent any of the transactions contemplated hereby, cause such transactions to be declared unlawful or result in a Material Adverse Effect and no injunction or order of any court or administrative agency of competent jurisdiction shall be in effect as of the Closing that restrains or prohibits the consummation of the transactions contemplated hereby.
(iii) All filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have been made, and any approvals required thereunder shall have been obtained, or the waiting period required thereby shall have expired or terminated.
(iv) Since March 2, 2002, no incident, occurrence, development or event (other than those expressly contemplated by this Agreement, including Section 8) shall have occurred that, individually or in the aggregate, has resulted in, or would reasonably be expected to constitute or result in, a Material Adverse Effect. With respect to title to the Owned Properties (as defined herein), no defects in such title or encumbrances on such Owned Properties (other ...
Buyer's Obligation. In addition to the Purchase Price, Buyer shall be obligated to pay the amount of any property, privilege, license, sales, use, excise, gross receipts, value added, privilege or similar taxes or assessments applicable to the sale of the Work or to the use of the Work. Seller shall use all reasonable efforts to minimize the amount of such taxes and assessments payable by Buyer. All real or personal property taxes related to the Project shall be paid by Buyer and shall not be apportioned at the Closing.
Buyer's Obligation. The obligation of the Buyer to purchase the Acquired Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions:
(i) The representations and warranties of the Seller made in this Agreement shall be true and correct as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and the Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller by the time of the Closing; and the Seller shall have delivered to the Buyer a certificate dated the Closing Date, signed by an authorized officer or representative of the Seller, confirming the foregoing;
(ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be threatened or in effect, and no statute, rule or regulation of any governmental authority of competent jurisdiction shall have been promulgated or enacted, as of the Closing which restrains, prohibits or adversely affects the purchase and sale of the Acquired Assets; and
(iii) The Buyer shall have completed the acquisition of all of the stock of Cookies USA, and shall have completed its senior notes offering in the current anticipated amount of $40,000,000.
Buyer's Obligation. Buyer’s obligation to purchase the Acquired Assets and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):
