Fulfillment by Buyer of International Obligations Sample Clauses

Fulfillment by Buyer of International Obligations. Buyer agrees that it will take all steps necessary to employ Non-U.S. Transferred Employees as of the day after the Closing Date in compliance with applicable law, including, where necessary; establishing appropriate branch offices or subsidiaries; registering with appropriate government entities; preparing and providing to employees employment contracts and/or offer letters; obtaining necessary licenses and consents; and entering into insurance contracts for the provision of employment benefits or establishing plans to provide such benefits (collectively, such activities shall be referred to as the "Transition Activities"). Seller agrees that it will use its reasonable best efforts to assist Buyer with the Transition Activities and cooperate with any reasonable request for information and access to facilities and employees. Buyer agrees that it will use its best efforts to complete such Transition Activities as soon as practicable after the date of this Agreement. Buyer further agrees to provide Seller in a timely manner, whether before or after the Closing Date, with such information and, when appropriate, documentation, as Seller may reasonably request about the Transition Activities, so that Seller may fulfill its own legal obligations to employees, comply with its obligations under this Agreement, and confirm Buyer's compliance with, or readiness to fulfill, Buyer's obligations under this Section 3.9. Buyer will be responsible for and will indemnify Seller or its Affiliates from and against any wage, salary, benefit costs, administration costs, severance, termination compensation, or other damages attributable to Buyer's failure to fulfill its obligations under this Section 3.9 and relevant laws pertaining to the transfer of undertaking, unless that failure is attributable to Seller's actions or unreasonable delay by Seller in performing its obligations under this Agreement. The remedies specified in the preceding sentence shall be in addition to, and not in lieu of, any other rights or remedies to which Seller may be entitled by law or this Agreement.
Sample 1
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Related to Fulfillment by Buyer of International Obligations

  • Fulfillment of Obligations Any obligation of any party to any other party under this Agreement, which obligation is performed, satisfied or fulfilled by an Affiliate of such party, shall be deemed to have been performed, satisfied or fulfilled by such party.

  • Fulfillment of Covenants All the terms, covenants and conditions of this Agreement to be complied with and performed by IFCO at or before the Closing Date shall have been duly complied with and performed.

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • Buyer's Closing Obligations At the Closing, Buyer shall:

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Closing Obligations At the Closing:

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

  • CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE BUYER The obligations of the Buyer to effectuate the Closing is subject to the fulfillment, prior to the date of Closing, of each of the following conditions (any one or more of which may be waived by the Buyer unless such condition is a requirement of law).

  • Conditions Precedent to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived in writing by Purchaser in its sole discretion:

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