Obligations of Buyer and Seller. (a) Seller and Buyer hereby acknowledge and agree that Buying Fund is a separate investment portfolio of Buyer, that Buyer is executing this Agreement on behalf of Buying Fund, and that any amounts payable by Buyer under or in connection with this Agreement shall be payable solely from the revenues and assets of Buying Fund. Seller further acknowledges and agrees that this Agreement has been executed by a duly authorized officer of Buyer in his or her capacity as an officer of Buyer intending to bind Buyer as provided herein, and that no officer, trustee or shareholder of Buyer shall be personally liable for the liabilities or obligations of Buyer incurred hereunder. Finally, Seller acknowledges and agrees that the liabilities and obligations of Buying Fund pursuant to this Agreement shall be enforceable against the assets of Buying Fund only and not against the assets of Buyer generally or assets belonging to any other series of Buyer.
(b) Seller and Buyer hereby acknowledge and agree that Selling Fund is a separate investment portfolio of Seller, that Seller is executing this Agreement on behalf of Selling Fund and that any amounts payable by Seller under or in connection with this Agreement shall be payable solely from the revenues and assets of Selling Fund. Buyer further acknowledges and agrees that this Agreement has been executed by a duly authorized officer of Seller in his or her capacity as an officer of Seller intending to bind Seller as provided herein, and that no officer, trustee or shareholder of Seller shall be personally liable for the liabilities or obligations of Seller incurred hereunder. Finally, Buyer acknowledges and agrees that the liabilities and obligations of Selling Fund pursuant to this Agreement shall be enforceable against the assets of Selling Fund only and not against the assets of Seller generally or assets belonging to any other series of Seller.
Obligations of Buyer and Seller. At the Closing, Seller shall sell and Buyer shall purchase for the Purchase Price the Shares.
Obligations of Buyer and Seller. Seller and Buyer hereby acknowledge and agree that Buying Fund is a xxxxxate ixxxxxment portfolio of Buyer, that Buyer is executing this Agreement on behalf of Buying Fund, and that any amounts payable by Buyer under or in connection with this Agreement shall be payable solely from the revenues and assets of Buying Fund. Seller further acknowledges and agrees that this Agreement has been xxxxxted by a duly authorized officer of Buyer in his or her capacity as an officer of Buyer intending to bixx Xxyer as provided herein, and that no officer, trustee or shareholdxx xx Buyer shall be personally liable for the liabilities or obligations of Buyer incurred hereunder. Finally, Seller acknowledges and agrees that the liabilities and obligations of Buying Fund pursuant to this Agreement shall be enforceable against the assets of Buying Fund only and not against the assets of Buyer generally or assets belonging to any other series of Buyer.
Obligations of Buyer and Seller. Selling Fund and Buying Fund hereby acknowledge and agree that Selling Fund and Buying Fund are each a separate investment portfolio of the Trust, that the Trust is executing this Agreement on behalf of Selling Fund and Buying Fund, and that any amounts payable by the Trust under or in connection with this Agreement shall be payable solely from the revenues and assets of Selling Fund and/or Buying Fund, as applicable. Selling Fund and Buying Fund further acknowledge and agree that this Agreement has been executed by a duly authorized officer of the Trust in his or her capacity as an officer of the Trust intending to bind the Trust as provided herein, and that no officer, trustee or shareholder of the Trust shall be personally liable for the liabilities or obligations of the Trust incurred hereunder. Finally, Selling Fund and Buying Fund acknowledge and agree that the liabilities and obligations of Selling Fund and Buying Fund pursuant to this Agreement shall be enforceable against the assets of Selling Fund and Buying Fund, respectively, only and not against the assets of the Trust generally or assets belonging to any other series of the Trust.
Obligations of Buyer and Seller. Seller and Buyer hereby acknowledge and agree that Buying Fund is a xxxxxate ixxxxxment portfolio of Buyer, that Buyer is executing this Agreement on behalf of Buying Fund, and that any amounts payable by Buyer under or in connection with this Agreement shall be payable solely from the revenues and assets of Buying Fund.
Obligations of Buyer and Seller. (a) During the period prior to Closing, Buyer shall use its reasonable good faith efforts to apprise Seller of any “recognized environmental conditions” (as that term is defined in the Phase I Standard) or concentrations of Hazardous Materials at, on, under or around that particular property or location (including, without limitation, the soil, groundwater, surface water, sediment or other media) in exceedance of applicable Clean Up Standards of which Buyer becomes aware.
(b) The provisions of this Article IX set forth the exclusive rights and remedies of Buyer to seek or obtain damages or any other remedy or relief whatsoever from Seller with respect to Environmental Remediation Costs or any environmental condition with respect to any Real Property or any violation by any Acquired Company of any Environmental Laws, or the storage, handling, disposal or Release of any Hazardous Material.
(c) Subject to the restrictions of any applicable Law or contractual undertaking, until the payment by or resolution with respect to all Environmental Remediation Costs pursuant to this Article IX, Buyer shall provide Seller and its authorized representatives reasonable access to the Real Property as may be reasonably requested by Seller to verify the information contained in the Phase I Environmental Site Assessments and Phase II Environmental Site Assessments provided by Buyer to Seller; provided, however, that any such access shall be provided during normal business hours under the supervision of Buyer’s personnel and in such a manner as to not interfere unreasonably with the business operations of Buyer or the Acquired Companies.
(d) Notwithstanding anything to the contrary in this Article IX, in no event shall Seller be required to pay any amounts related to any “recognized environmental condition” that (i) occurs after the Closing Date, or (ii) exists prior to the Closing Date, but, in the case of this clause (ii), only to the extent such condition (A) is made materially worse by any action knowingly taken by Buyer or any of its Affiliates after the Closing (other than Phase I or II environmental testing pursuant to this Article IX conducted in accordance with customary environmental testing standards), or (B) is made materially worse by any knowing failure of Buyer or any of its Affiliates to take an action after the Closing that is required under Environmental Laws or an applicable Environmental Permit or by a Governmental Entity.
Obligations of Buyer and Seller a. The Buyer irrevocably undertakes that the GOLD remains the property of the Seller until the Seller has received full and final payment for the full consignment of gold in the price quoted under Clause 4 of this Sales Purchase Agreement.
b. The Buyer’s Refinery must be acceptable to the Seller in an acceptable location and the Refinery must be totally recognized for the processing required in respect of the GOLD.
c. The Buyer will issue a SWIFT MT760 OPERATIVE STANDBY LETTER OF CREDIT (SBLC) (Verbiage Attached hereto) for 366 DAYS from the ……………………… BANK, ……………………… to the Seller’s Financier Bank……………………………. in the sum of …………. UNITED STATES DOLLARS (LME 15% ) within 7 Bank Days of signing this SPA.
d. The value of the Standby Letter of Credit will be equal to the value of the monthly consignment calculated against the World Market Price of Gold (xxx.xxxxxxxxx.xxx).
e. Seller will produce the Quantity of 100kgs of Gold Dore Bars as required under this Contract.
f. The Seller has elected to use the Government REFINERY, ACCRA, GHANA to Assay the GOLD in preparation of the export from the Republic of Ghana to Buyer’s Destination.
g. Seller confirms and warrants that it holds all relevant licenses, authorities and permissions to extract the GOLD and export the GOLD to the Buyer’s Refinery with the assistance of his nominated Shipper.
h. The Seller will transport the GOLD at its own cost and will be responsible for all local taxes, charges, duties and levies, insurance etc. in the Republic of Ghana, which are imposed in connection with the transportation and exportation of the GOLD.
i. The Buyer will be responsible to pay for all import expenses and charges at the Customs Office at the ………………………………. and these expenses are not refundable by the Seller.
j. Consequently, each Party bears the costs in his own country; The Seller is responsible for expenses in the Republic of Ghana and the Buyer is responsible for expenses in buyers destination.
Obligations of Buyer and Seller. (a) Seller and Buyer hereby acknowledge and agree that Buying Fund is a xxxxxate ixxxxxment portfolio of Buyer, that Buyer is executing this Agreement on behalf of Buying Fund, and that any amounts payable by Buyer under or in connection with this Agreement shall be payable solely from the revenues and assets of Buying Fund.
(b) Seller and Buyer hereby acknowledge and agree that Selling Fund is x xxxxrate investment portfolio of Seller, that Seller is executing this Agreement on behalf of Selling Fund and that any amounts payable by Seller under or in connection with this Agreement shall be payable solely from the revenues and assets of Selling Fund. Buyer further acknowledges and agrees that this Agreement has been xxxxxted by a duly authorized officer of Seller in his or her capacity as an officer of Seller intending to bind Seller as provided herein, and that no officer, trustee or shareholxxx xx Seller shall be personally liable for the liabilities or obligation of Seller incurred hereunder. Finally, Buyer acknowledges and agrees that the liabilities and obligations xx Xxlling Fund pursuant to this Agreement shall be enforceable against the assets of Selling Fund only and not against the assets of Seller generally or assets belonging to any other series of Seller.
Obligations of Buyer and Seller. Commencing on the date set forth in the preamble to this Agreement, on the terms and subject to the conditions of this Agreement, each Party shall use its commercially reasonable efforts to take, or cause to be taken, all appropriate action, and do, or cause to be done, and assist and cooperate with the other Party in taking or doing, all things necessary, proper or advisable to consummate the transactions contemplated hereby, including, without limitation the satisfaction of the conditions set forth in Section 10.1.
Obligations of Buyer and Seller. Each of the Buyer and Seller hereby acknowledges and agrees that it shall have the rights and obligations with respect to the Mexican Subsidiary that it has received or assumed under the Asset Purchase Agreement.
