Obligations of Seller and Purchaser Sample Clauses

Obligations of Seller and Purchaser. (a) Purchaser agrees to reimburse Seller for the value of any and all merchantable stock tank oil and/or condensate produced and saved as of 7:00 a.m. on the Effective Date hereof, at the prevailing market value, adjusted for grade and gravity. At 7:00 a.m. on the Effective Date hereof, Purchaser and Seller shall make a joint gas sales meter reading and a joint oil and/or condensate sales gauge reading. If Purchaser does not participate in such readings, (b) Except as provided for in Articles VII(c), VII(d) and X, 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 indemnify, defend and hold Purchaser harmless from all liabilities, penalties, claims, causes of action, demands, lawsuits, and expenses associated with the operations prior to the Closing Date. Seller reserves and retains all claims and accounts of Seller for recovery of money or damages, rights to insurance and indemnity coverage, rights to tax refunds, and audit rights, if any, and adjustments resulting therefrom attributable to the Assets with respect to any period prior to the Effective Date. Purchaser 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 release, indemnify, defend and hold Seller harmless from all liabilities, penalties, claims, causes of action, demands, lawsuits, and expenses associated with the operations from and after the Closing Date. (c) Purchaser assumes full responsibility for, and agrees to release, indemnify, hold harmless and defend Seller, its agents, officers, and employees 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, whether or not attributable to Seller's activities or the activities of Seller's officers, employees or agents, or to the activities of third parties (REGARDLESS OF WHETHER OR NOT SELLER WAS OR IS AWARE OF SUCH ACTIVITIES AND REGARDLESS OF ANY CLAIMED NEGLIGENCE IN WHOL...
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Obligations of Seller and Purchaser. Seller and Purchaser hereby agree (i) to provide to the Reporting Person all information and certifications regarding such party, as reasonably requested by the Reporting Person or otherwise required to be provided by a party to the transaction described herein under Section 6045 of the Code; (ii) to provide to the Reporting Person such party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Reporting Person is correct; and (iii) to retain this Agreement for not less than four (4) years from the end of the calendar year in which the Closing occurred, and to produce it to the Internal Revenue Service upon a valid request therefore.
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Obligations of Seller and Purchaser. Seller's Parent agrees to take all actions necessary to cause Seller to perform its obligations under this Agreement and to guarantee the obligations of Seller hereunder. Purchaser's Parent agrees to take all actions necessary to cause each of Purchaser and UK Purchaser to perform its obligations under this Agreement and to guarantee the obligations of Purchaser and UK Purchaser hereunder.
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Obligations of Seller and Purchaser. The obligations of Seller and Purchaser hereunder shall be subject to the satisfaction or written waiver on or prior to the Closing Date of the following conditions: (1) The waiting period (and any extension thereof), if any, applicable to the transactions contemplated by this Agreement under the HSR Act, shall have been terminated or shall have expired, and no restrictive order or other requirements pursuant to the HSR Act shall have been placed on the parties. (2) The FCC shall have approved the Assignment Application (and such other applications as may be required by applicable law, rule or regulation to permit the transfer to the Purchaser of the Assets to be filed with respect to the transactions contemplated by this Agreement). (3) No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect, nor shall any proceeding by or with any Governmental Authority or third party seeking
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Related to Obligations of Seller and Purchaser

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Conditions to Obligations of Buyer and Seller The obligations of Buyer and Seller to complete the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Performance of Obligations of Seller Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing.

  • Obligations of Both Parties Obligations of Party A: 1. Party A undertakes that the products that it provides have been authorized by the General Administration of Quality Supervision, Inspection and Quarantine of the PRC. 2. In order to enhance Party B’s reputation, Party A hereby authorizes Party B to use the Ninetowns trade name in its company name, provided, however, that Party B shall not use such trade name to engage in business activities that are not related to the business as contemplated hereunder. 3. Party A undertakes that during the term of this agreement, it will obtain Party B’s prior consent before developing other franchisees within the franchised area. 4. Party A shall provide Party B with marketing and training materials in connection with the franchised products. 5. Party A shall provide Party B with technical support services. 6. Upgrade services. Obligations of Party B: 1. Party B is responsible for distribution of Party A’s products, after-sale services and technical support in the franchised area. 2. Party B undertakes that it will comply with relevant state and industrial laws and regulations through its sales activities. 3. Party B undertakes that it will not be any third party’s franchisee for any other product that competes with Party A’s products in the franchised area during the term of this agreement. 4. Party B undertakes that the products that it sells are the official versions of Party A’s products, and Party B undertakes that it will not engage in any form of counterfeit activities. 5. Party B undertakes that it will provide users with after-sales service and technical support in accordance with Party A’s service standards and service contents. 6. Party B undertakes that it will make payments to Party A within the prescribed time limit. 7. Party B undertakes that the sales data delivered by Party B to Party A monthly, i.e. the monthly sales report, will be true and accurate.

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the fulfillment or written waiver, prior to or at the Closing, of each of the following conditions; provided, however, that in no event may Sellers waive the conditions contained in Section 7.3(h) or Section 7.3(i): (a) Each of the representations and warranties of Purchaser contained in ARTICLE V of this Agreement shall be true and correct (disregarding for the purpose of such determination any qualification as to materiality or Purchaser Material Adverse Effect) as of the Closing Date as if made on such date (except for representations and warranties that speak as of a specific date or time, which representations and warranties shall be true and correct only as of such date or time), except to the extent that any breaches of such representations and warranties, individually or in the aggregate, have not had, or would not reasonably be expected to have, a Purchaser Material Adverse Effect. (b) Purchaser shall have performed or complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it prior to or at the Closing. (c) Purchaser shall have delivered, or caused to be delivered, to Sellers: (i) Parent Warrant A (including the related warrant agreement), duly executed by Purchaser; (ii) Parent Warrant B (including the related warrant agreement), duly executed by Purchaser; (iii) a certificate executed as of the Closing Date by a duly authorized representative of Purchaser, on behalf of Purchaser and not in such authorized representative’s individual capacity, certifying that the conditions set forth in Section 7.3(a) and Section 7.3(b) are satisfied; (iv) stock certificates evidencing the Parent Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, including any required stamps affixed thereto; (v) the Equity Registration Rights Agreement, duly executed by Purchaser;

  • Conditions to the Obligations of Sellers The obligation of Sellers to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions:

  • Conditions to the Obligations of Seller The obligations of Seller to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each of the following conditions, unless waived in whole or in part in writing by Seller: (a) The representations and warranties of Purchaser set forth in this agreement must be true and correct in all material respects (provided that any representation or warranty contained herein that is qualified by a materiality or material adverse effect qualification shall not be so qualified for purposes of determining the existence of any breach thereof by Purchaser) as of the date of this agreement and as of the Closing Date as though made on and as of the Closing Date (except for any representation or warranty that is limited to an earlier date, in which case such representation or warranty shall have been true and correct only as of such earlier date); (b) Purchaser must have performed in all material respects all obligations under its covenants and agreements required by this agreement to be performed by Purchaser on or before the Closing Date; (c) Purchaser must have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative of Purchaser, as to the satisfaction of the conditions in the foregoing subsections; (d) Purchaser must have delivered to Seller or other specified persons the documents, instruments, certificates and other items required to be delivered by Purchaser pursuant to section 5.2; (e) There must not be in effect any temporary restraining order, preliminary or permanent injunction, stay or other order issued by any Governmental Authority preventing the consummation of the transactions contemplated hereby to occur at the Closing must be in effect; and (f) No law must have been enacted, issued, enforced, entered, or promulgated that prohibits or makes illegal the consummation of the transactions contemplated hereby.

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

  • Conditions Precedent to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

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