Notice by Purchaser Sample Clauses

Notice by Purchaser. From the date of this Agreement until the Closing, Purchaser promptly will notify Seller if any representation or warranty of Purchaser set forth in this Agreement was untrue when made or subsequently has become untrue.
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Notice by Purchaser. (a) Prior to the Closing Date, Purchaser shall promptly provide notice to Seller of the occurrence of any breach of any representation or warranty of Purchaser set forth in Article IV of this Agreement or the occurrence of any event or circumstance that would reasonably be likely to cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of such event or circumstance, in each case only if such breach would result in the condition to Closing set forth in Section 6.3(a) not being satisfied; provided, however, that (i) the failure to provide any such notice shall not affect the obligations of the parties to effect the Closing if all of the conditions to Closing set forth in this Agreement shall have been satisfied or waived (assuming, for these purposes, that the failure to provide such notice had not occurred), and (ii) no such notice will be deemed to have cured any breach of any representation or warranty or affect any right or remedy of Seller under this Agreement.
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Notice by Purchaser. Prior to the Closing Date, Purchaser shall promptly provide notice to Seller of any fact or condition which becomes known to Purchaser that, absent cure, would be reasonably likely to prevent the condition to Closing set forth in Section 6.3(a) from being satisfied; provided, however, that (i) the failure to provide any such notice shall not affect (A) the obligations of the parties to effect the Closing if all of the conditions to Closing set forth in this Agreement shall have been satisfied or waived (assuming, for these purposes, that the failure to provide such notice had not occurred) (B) the rights of the parties to terminate this Agreement in Section 7.1 or (C) any of the indemnification provisions under Article VIII, and (ii) no such notice will be deemed to have cured any breach of any representation or warranty or affect any right or remedy of Seller under this Agreement.
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Notice by Purchaser. The Purchaser shall promptly notify the Supplier after becoming aware of any claim, suit or demand is made or action brought against the Purchaser or any of their respective Affiliates or Associates, to which Article 18.3 may apply and the Purchaser may either:
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Related to Notice by Purchaser

  • Termination by Purchaser This contract shall be terminated, upon election and written notice by Xxxxxxxxx, if Catastrophic Damage rate rede- termination under BT3.32 shows that the appraised weighted average Indicated Advertised Rate of all In- cluded Timber remaining immediately prior to the catas- trophe has been reduced through Catastrophic Damage by an amount equal to or more than the weighted aver- age Current Contract Rate. “Indicated Advertised Rates” are Forest Service esti- mates of fair market value of the timber.

  • Representations by Purchasers; Resale by Purchasers (a) Each Purchaser severally represents and warrants to the Company that it is an "accredited investor" within the meaning of Regulation D under the Securities Act.

  • Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller the following:

  • Delivery by Buyer At or before the Closing, Buyer shall deliver to Seller the following:

  • Delivery by Seller At or before the Closing, Seller shall deliver to Buyer the following:

  • Indemnity by Purchaser The Purchaser understands and acknowledges that the Company, its officers, directors, attorneys and agents are relying upon the representations, warranties and agreements made by the Purchaser to and with the Company herein and, thus hereby agrees to indemnify the Company, its officers and directors, agents, attorneys, and employees, and agrees to hold each of them harmless against any and all loss, damage, liability or exposure, including reasonable attorneys fee, that it or any of them may suffer, sustain, or incur by reason of or in connection with any misrepresentation or breach of warranty or agreement made by the Purchaser under this Agreement, or in connection with the sale or distribution by the Purchaser of the Shares in violation of the Act or any other applicable law.

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Investigation by Purchaser Seller will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the PSE Colstrip Interests, to Seller's accountants and, subject to the terms and conditions of the Colstrip Contracts, to the Assets (including, to the extent it is within Seller's power to do so, access to the Colstrip 1, 2, 3 and 4 site), but only to the extent that such access does not unreasonably interfere with Seller's business and the operation of the Assets, (b) make available to Purchaser and its Representatives, upon request, a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, WUTC or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, and other Books and Records) concerning the ownership, operation and maintenance of the PSE Colstrip Interests and the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other documents, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract, License or Environmental Permit applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.07. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreements; provided, however, that Seller shall not be obligated, in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement or the Operative Agreements.

  • Performance by Purchaser Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Purchaser at or prior to the Closing Date.

  • Breach by Purchaser In the event Purchaser should fail to consummate the purchase of the Property, the conditions to Purchaser’s obligations set forth in Article III having been satisfied and Purchaser being in default and Seller not being in default hereunder, Seller shall have the right to receive the Escrow Deposit, if any, from the title company, the sum being agreed on as liquidated damages for the failure of Purchaser to perform the duties, liabilities, and obligations imposed upon it by the terms and provisions of this Contract, and Seller agrees to accept and take this cash payment as its total damages and relief and as Seller’s sole remedy hereunder in such event. If no Escrow Deposit has been made then Seller shall receive the amount of $500 as liquidated damages for any failure by Purchaser.

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