Interest in San Giulio Sample Clauses

Interest in San Giulio. (a) Seller undertakes to use its best efforts to see to it that, as promptly as practicable after the date hereof, Purchaser may become a member of the consortium San Giulio S.C.r.l. ("San Giulio") in order for Purchaser to be ---------- able to avail itself of the utilities provided by AEM to the members of the consortium at favourable conditions. (b) If Purchaser does not become member of San Giulio on or prior to the Closing Date, the parties shall proceed with the Closing, provided however that, to the maximum extent permitted by law and contractual arrangements in force and as part of the Transitional Services Agreement, Seller shall assign to Purchaser the right to avail itself of the utilities as currently provided by AEM with respect to the Business, it being understood and agreed that Purchaser shall be solely responsible for compliance with all technical parameters and other requirements provided for by Law and contractual arrangements in force or, in any event, requested by San Giulio and/or AEM, for utilizing the utilities provided by AEM with respect to the Business, and shall indemnify Seller and hold same harmless, from and against any and all losses, costs, damages, claims and liabilities connected with, or deriving from, failure by Purchaser to meet said parameters and/or requirements.
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