Obligations of Seller and Buyer. (i) The Seller delivers to the Buyer, on the date hereof, stock certificate(s) representing the Stock owned by him free of any legends, Liens or restrictions of any kind, together with stock powers executed by him, in blank, with his signature guaranteed by a member of the New York Stock Exchange or a national bank in the United States.
(ii) The Buyer delivers to the Seller, on the date hereof the Purchase Price.
Obligations of Seller and Buyer. Commencing on the Transaction Date, on the terms and subject to the conditions of this Transaction, each Party shall use its reasonable best 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 respective conditions set forth in Sections [10.1] and [10.2].
Obligations of Seller and Buyer. The SELLER's obligations are:
Obligations of Seller and Buyer. Seller shall furnish and install the Improvements provided for in Paragraph 2 below at Seller's expense. The quantities, character and manner of installation of all of the foregoing work shall be subject to the limitations imposed by any applicable regulations, laws, ordinances, codes and rules.
Obligations of Seller and Buyer. (a) For purposes of determining adjustments to the Purchase Price under Article 1(d) hereof, Buyer agrees to accept the gas sales and oil and condensate sales meter readings taken in good faith by Seller as of 7:00 o'clock A.M. on the Effective Date hereof.
(b) At the Closing, Buyer shall expressly assume and agree to be bound by the Contracts insofar as they relate to periods of time from and after the Effective Date and will protect, indemnify and hold Seller harmless from and against any claims or demands arising out of the failure of Buyer to do so.
(c) Except as provided for in Articles 8(d), and 9, Seller shall retain all risk and liability of whatsoever nature connected with operations conducted on the Assets prior to the Closing Date and agrees to protect, indemnify, defend and hold Buyer free and harmless from all liabilities, penalties, claims, causes of action, demands, lawsuits and expenses associated with the operations prior to the Closing Date. Buyer shall assume all risk and liability of whatsoever nature connected with operations conducted on the Assets from and after the Closing Date, and agrees to protect, indemnify, defend and hold Seller free and harmless from all liabilities, penalties, claims, causes of action, demands, lawsuits and expenses associated with the Contracts and the operations from and after the Closing Date.
(d) Except as provided for in Article 6, 9(b) and (f) hereof, Buyer assumes full responsibility for, and agrees to protect, indemnify, defend and hold Seller, its agents, directors, officers, shareholders and employees, free and harmless from and against all loss, liability, claims, fines, expenses, costs (including attorney's fees and expenses) and causes of action caused by or arising out of any federal, state or local laws, rules, orders and regulations applicable to any waste material or hazardous substances on or included with the Assets or the presence, disposal, release or threatened release of all waste material or hazardous substance from the Assets into the atmosphere or into or upon land or any water course or body of water, including ground water (collectively, "Environmental Liabilities"), whether or not attributable to Seller's activities or the activities of Seller's agents, directors, officers, shareholders and employees, or to the activities of third parties (regardless of whether or not Seller was or is aware of such activities) prior to, during or after the period of Seller's ownership of the Asse...
Obligations of Seller and Buyer. Whenever this Agreement requires a Subsidiary or other Affiliate of Seller to take any action, that requirement shall be deemed to include an undertaking on the part of Seller to cause that Subsidiary or other Affiliate of Seller to take that action. Whenever this Agreement requires a Subsidiary or other Affiliate of Buyer to take any action, that requirement shall be deemed to include an undertaking on the part of Buyer to cause that Subsidiary or other Affiliate of Buyer to take that action.
Obligations of Seller and Buyer. (i) The Seller delivers to the Buyer, (i) on the date hereof, stock certificate(s) representing the BVI Stock owned by it free of any legends, Liens or restrictions of any kind; and (ii) on the Delivery Date, stock certificate(s) representing the Colombian Stock to be owned by it free of any legends, Liens or restrictions of any kind, together with stock powers executed by it with signatures guaranteed by a member of the New York Stock Exchange or a national bank in the United States.
(ii) The Buyer delivers to the Seller, on the date hereof and on the Delivery Date the Purchase Price, in accordance with Section 1 herein.
Obligations of Seller and Buyer. Seller shall manufacture, sell and deliver to the Buyer the Products in accordance with (i) the Technical Specifications as described in Appendix C and (ii) the orders received from Buyer under Article 4 and (iii) the Purchase Price as defined in Article 5. The Seller shall ensure that the Products conform to CE approvals. The Buyer is responsible for ensuring products comply with any additional local market national standards. The Buyer will make best efforts to purchase the products in quantities in line with forecasts. Forecast for “New Territories will be added to Appendix D within 6 months from agreement signature. The Buyer’s purchase orders will be in quantities equal to or exceeding the Minimum Order Quantity per model as detailed in Appendix B. *** Confidential treatment requested Each Quarter, the Buyer and Seller will review actual sales quantities against forecast quantities and delivery performance on purchase orders.
Obligations of Seller and Buyer. The respective obligations of Seller and Buyer to consummate the transactions contemplated hereby shall be subject to the fulfillment, prior to or at Closing, of each of the following conditions, any one or a portion of which may be waived in writing:
Obligations of Seller and Buyer. (a) The Seller delivers to the Buyer, on the date hereof, stock certificate(s) representing the Shares free of any Liens or restrictions of any kind, together with stock powers executed by it with signatures guaranteed by a member of the New York Stock Exchange or a commercial bank or, if requested by the Buyer, in the name of the Buyer or its designee.
(b) The Buyer delivers to the Seller, on the date hereof, the Purchase Price. It is understood that the Purchase Price is paid with the principal amount of a Certificate of Deposit (the "CD") registered in the name of the Investor and issued by GNB Bank Panama S.A. on November 27, 2002 which Buyer has cancelled and redeemed. Accordingly, Buyer shall wire transfer to the account described in Exhibit A attached hereto all the principal amount of the CD to Seller to be applied as payment in full of the Purchase Price. No fractional Shares shall be issued to Buyer, accordingly, any excess cash resulting from the redemption of the CD (and not applied as Purchase Price) shall be paid to the Buyer in U.S. dollars. It being understood that Buyer does not make any representations relating to the enforceability of the CD, except that Buyer will deliver such CD free and clear of any Liens whatsoever.
(c) All payments to be made under this Agreement shall be made in U.S. dollars.
