Certain Obligations of Seller Sample Clauses

Certain Obligations of Seller. Seller agrees that, with respect to the period following the Closing:
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Certain Obligations of Seller. Seller agrees that Seller has and will perform the obligations specified on Exhibit B to this First Amendment.
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Certain Obligations of Seller. Seller agrees to provide necessary consulting resource, at Seller’s cost, to be completed within 30 days of Effective Time, to (a) transition necessary technology to VNUE banking information; Soundstr to assist on procuring outside development support to help update code to the latest (or forthcoming) Apple and/or Android mobile operating system release(s); (b) transfer development account/code ownership to VNUE; (c) and once these items are complete, provide reasonable and customary technical support for 90 days after items (a) through (d) are completed.
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Certain Obligations of Seller. In addition to any obligations contained in this Agreement, not later than one(1)business day prior to the Scheduled Closing Date, Seller shall deposit with Escrow Holder: (a) A Grant Deed in the Title Company's usual form, duly executed, acknowledged and in recordable form conveying Seller's interests in the Property to Buyer(the "Grant Deed"), (b) documentation of Seller's costs of preparation, review, and revision of this Agreement, (c) all other sums and documents required by Escrow Holder to be deposited by Seller to carry out this Escrow.
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Certain Obligations of Seller. Seller shall pay all Excluded Liabilities in accordance with their terms or other applicable requirements.
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Certain Obligations of Seller. Prior to making a sale of Parent Stock pursuant to the Registration Statement, Seller shall notify Parent in writing of its intention to sell Parent Stock pursuant to the Registration Statement. Upon receipt of such notice, Parent shall advise Seller, within two (2) business days following receipt of such notice in writing, of the existence of any condition described in paragraph (v) of Section 8.10(b). Seller agrees by acquisition of Parent Stock that, upon receipt of such written notice from Parent of the happening of any event of the kind described in paragraph (v) of Section 8.10(b) or paragraph (xi) of Section 8.10(b), or of Parent's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate, Seller shall forthwith discontinue disposition of Parent Stock covered by the Registration Statement until Seller's receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (v) of Section 8.10(b), which supplemented or amended prospectus shall be delivered to Seller not later than the date that is 10 days that shares are traded in the New York Stock Exchange following the date of Parent's written notice referred to herein, and Seller's discontinuance of the disposition of Parent Stock shall terminate at the end of such 10-day period regardless of whether such supplemented or amended prospectus is delivered to Seller within such 10-day period. The "Plan of Distribution" contained in the Registration Statement shall not provide for any firm commitment underwriting of the Parent Stock, and the distribution of the Parent Stock under the Registration Statement shall not be effected through any underwriters on a firm commitment basis.
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Certain Obligations of Seller. The Purchaser agrees that no later than ninety (90) days following the date hereof it shall cause the Warehouse Credit Agreement to be terminated, or if the Warehouse Credit Agreement is not terminated, shall cause the guarantee by Seller of the obligations of Arvida Mortgage to be released. The Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties (as defined in Section 7.3(a)) from and against any and all Damages (as defined in Section 7.2(a)) suffered by any of the Seller Indemnified Parties resulting from, arising out of, relating to or incurred with respect to (i) the Lease Guaranties or (ii) the Seller's guarantee of the obligations of Arvida Mortgage under the Warehouse Credit Agreement.
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Certain Obligations of Seller 
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Related to Certain Obligations of Seller

  • 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.

  • 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):

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Sellers waive the conditions contained in Section 7.3(h) or Section 7.3(i): (a) Each of the representations and warranties of Purchaser contained in ARTICLE V of this Agreement shall be true and correct (disregarding for the purpose of such determination any qualification as to materiality or Purchaser Material Adverse Effect) as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Purchaser Material Adverse Effect. (b) Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Purchaser shall have delivered, or caused to be delivered, to Sellers: (i) Parent Warrant A (including the related warrant agreement), duly executed by Purchaser; (ii) Parent Warrant B (including the related warrant agreement), duly executed by Purchaser; (iii) a certificate executed as of the Closing Date by a duly authorized representative of Purchaser, on behalf of Purchaser and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied; (iv) stock certificates evidencing the Parent Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, including any required stamps affixed thereto; (v) the Equity Registration Rights Agreement, duly executed by Purchaser;

  • 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 the Obligations of Sellers The obligation of Sellers to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER The obligation of Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date hereunder, of each of the following conditions, all or any of which may be waived, in whole or in part, by Seller.

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • Conditions to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

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