BUYER’S PROTECTION Sample Clauses

BUYER’S PROTECTION. Until the earlier of Completion and Lapse, the Seller shall not, without the prior written consent of the Buyer sell, transfer or otherwise dispose of, or mortgage, charge, pledge or otherwise encumber its legal or beneficial interest in any of the Option Shares (or any interest in any of them).‌

BUYER’S PROTECTION. Subject to the provisions of paragraph 2, in consideration of the Buyer entering into the sale and purchase of the Shares, the Seller agrees with the Buyer that it shall indemnify and keep indemnified the Buyer and each member of the Buyer’s Group against all losses, claims, expenses and damages including legal and other professional fees and expenses reasonably and properly incurred arising following Completion in respect of:

BUYER’S PROTECTION. 7.1 Each Seller shall not, without the prior written consent of the Buyer sell, transfer, mortgage, charge, pledge or otherwise encumber or dispose of, by way of trust or otherwise, any of its respective rights or interests in any of the relevant Put and call Shares. 7.2 On the date of this agreement, each Seller shall deliver or procure the delivery to the Buyer of: 7.2.1 a duly executed original deed of transfer in respect of that Seller’s beneficial interest in the First Option Shares in favour of the Buyer (or such other nominee(s) as the Buyer may direct); 7.2.2 a duly executed original deed of transfer in respect of that Seller’s beneficial interest in the Second Option Shares in favour of the Buyer (or such other nominee(s) as the Buyer may direct); and 7.2.3 (if applicable) evidence in form and substance reasonably satisfactory to the Buyer of the authority of any person(s) executing any document on behalf of the Seller to do so and of any Authorisation which authority may not be altered, revoked or amended without the express written consent of the Buyer, to be held on trust by the Buyer for each Seller pending Option Completion.

BUYER’S PROTECTION. Dispute Resolution. Complaints of fraud by users of our Site are extremely rare. Our Buyer’s Protection Program may offer compensation if you have been defrauded and your transaction is eligible under the program. However, the program is not a substitute for common sense and due diligence, and buyers have a responsibility to take steps to prevent problems. We provide a feedback system where buyers and sellers can publicly post their experiences with each other. Before placing a bid, a buyer should check the seller’s feedback to see how the seller has handled himself in past transactions. We strongly recommend that the buyer use either a credit card or an online Escrow service because of the extra protection these payment options offer. To avoid some of the most common problems encountered by users of websites such as the Site, never send cash or use any payment method that provides no proof of payment, and never wire money outside your own country. If you are the winning bidder in an auction transaction, you send your payment and you either do not receive your item or receive an item that is substantially different from what was advertised, our Buyer’s Protection Program may cover your transaction problems. Our Fraud Claim Process page explains the fraud claim process and helps you understand if your problem qualifies for Buyer’s Protection coverage. For problems other than fraud, you may be able to use the feedback system described below. All other complaints about a buyer or a seller in an auction must be addressed through either the feedback system or through the “Resolving Problems . . .” pages in the For Sellers or For Buyers links on the Site. We will not accept complaints via email, fax or telephone. Although disputes between buyers and sellers are rare, our Site is only a transaction venue and we will not arbitrate disputes or arguments between Users.

BUYER’S PROTECTION. The Buyer shall be under no obligation to procure the signing and/or authorisation of any document delivered to it under this paragraph 8 which it reasonably considers, to be false, misleading, incomplete or inaccurate in any respect having made reasonable enquiries as to the completeness, validity, and/or accuracy thereof.

BUYER’S PROTECTION. 9.1 Unless and until the Option has terminated pursuant to this Agreement or Completion has occurred, the Seller shall not, without the prior written consent of the Buyer: 9.1.1 sell, transfer or otherwise dispose of, or mortgage, charge, pledge or otherwise encumber its legal or beneficial interest in any of the Option Shares (or any interest in any of them); or 9.1.2 exercise any votes attaching to the Option Shares in a manner that would materially and adversely affect Buyer’s rights hereunder. 9.2 The Seller shall procure that unless and until the Option has terminated pursuant to this Agreement or Completion has occurred: 9.2.1 no alteration is made to the Company’s articles of association that would materially and adversely affect Buyer’s rights hereunder, and no regulations that are inconsistent with them, are adopted; 9.2.2 the Company does not make any material change to its business except in connection with effecting Completion; and 9.2.3 the Company does not enter into any transaction that is not in the normal and proper course of conducting its business nor enter into any transaction which is not on arm’s length terms.

BUYER’S PROTECTION. 8.1 Until Completion or until the Lapse of the Option (whichever is earlier), the Seller shall meet its obligations under Clause 4 of the SPA Terms (Interim Period) as if the Option had been exercised and such covenants are immediately in full force and effect. 8.2 The Seller shall notify and keep the Buyer informed between the date hereof and Completion or the Lapse of the Option (whichever is earlier) in a timely manner, of all material matters not of a routine or minor nature affecting the Interests and/or any breaches of the Warranties contained in the SPA Terms and make available for review by the Buyer and any person authorised by the Buyer all Data reasonably requested by the Buyer. 8.3 The Seller shall until Completion or until the Lapse of the Option (whichever is the earlier) continue as Operator and shall in good faith support all and any requests of the Buyer in relation to any change of operator it shall require for the Interests and the Option Interests after Completion. The Buyer agrees that it will not commence a discussion with the Secretary regarding a change of operatorship to the Buyer (or an Affiliate including for this purpose Edison S.p.A.) in relation to the Interests and/or the Option Interests until after issue of the Exercise Notice or until Lapse of the Option.

BUYER’S PROTECTION. In the event that the C Shares will be transferred to Buyer on the C Closing Date but the R Shares and the Family Shares will not be transferred to Buyer on the Closing Date, Buyer shall have the right to request repayment of the C Purchase Price to the Buyer against simultaneous (zum um Zug gegen) re-transfer of the C Shares to Seller C. The aforementioned right can only be exercised by Buyer within a time period of two weeks after the Closing Date. As security for re-payment of the C Purchase Price to Buyer under this Sec. 2.3, before the C Closing Date, Seller C shall have pledged Seller C's bank account to which payment is made to Buyer. As a security for Dresdner Bank AG for the repayment of the loan owed by Seller C to Dresdner Bank AG and IKB Deutsche Industriebank AG under the loan agreement dated May 17/29, 2000 as subsequently amended the "DREBA LOAN"), before the C Closing Date, Buyer shall have pledged Buyer's Deposit Account to Dresdner Bank AG (the "DreBa Pledge"). Furthermore, as security for the re-transfer for the C Shares to Seller C under this Sec. 2.3, before the C Closing Date, Buyer shall have pledged Buyer's Deposit Account to Seller C with a second rank pledge (aweitrangiges Pfandrecht) to Seller C. In the event that Dresdner Bank AG enforces its pledge right under the DreBa Pledge prior to or on the Closing Date, Buyer's right to request repayment of the C Purchase Price under this Sec. 2.3 shall become immediately exercisable and Buyer's obligation to effect the simultaneous re-transfer of the C Shares to the Seller shall be limited to those C Shares which are not effected by the enforcement of its pledge right under the Sale and Purchase Agreement 12/32 DreBa Pledge; in such event, Buyer shall further be fully released from the obligations to close the transaction contemplated in this Agreement on the Closing Date.

BUYER’S PROTECTION. (A) If for any reason the transfer scheme made by EE and approved by the Secretary of State for Trade and Industry which had an effective date of 1st October 2001 under Part I of Schedule 7 to the Utilities Act 2000 did not effectively transfer to TXU UK Limited all li▇▇▇▇▇▇▇▇s (including contingent and future liabilities) to protected persons under or arising out of Regulation 19 of the Electricity (Protected Persons) England and Wales Regulations 1990 as a successor company within the meaning of those Regulations, EE Holdco and TXUEG shall indemnify the Buyer and EE and keep them indemnified on an after tax basis against all such liabilities. (B) Other than in respect of the Buyer's payment of employer's contributions during the Participation Period as set out in this schedule, TXUEG shall indemnify the Buyer on an after tax basis against all costs, liabilities and expenses arising or which may arise out of the operation of section 75 of the Pensions Act 1995 in respect of the Participation Period, except where ▇▇▇▇ ▇▇▇t is attributable to an act or omission of the Buyer or any of EE, 24 Seven Utility Services Limited and 24 Seven Contract Services Limited or any of the Buyer's Group.