Obligations of Seller and Purchaser Sample Clauses

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. (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,
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.
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:
Obligations of Seller and Purchaser. (a) Each of Seller reserves and retains its respective claims and accounts for recovery of money or damages, rights to insurance and indemnity coverage, rights to tax refunds, claims of Seller of whatsoever kind under Contracts, and audit rights, if any, and adjustments resulting therefrom attributable to the Subject 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 Subject Assets both before and after the Effective 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 both before and after the Effective Date and as to all other claims or causes of action asserted.
Obligations of Seller and Purchaser. (a) For purposes of determining adjustments to the Purchase Price under Article I(d) hereof, Purchaser 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.

Related to Obligations of Seller and Purchaser

  • Obligations of Seller at Closing At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 8.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:

  • 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 consummate the Closing are subject to the satisfaction 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.

  • Obligations of Seller Upon Sale (a) In connection with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (x) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee a computer file containing a true and complete list of all the Mortgage Loans specifying, among other things, for each Mortgage Loan, as of the Cut-off Date, its account number and Cut-off Date Principal Balance. Such file (the "Mortgage Loan Schedule") which is set forth as Exhibits D-1 and D-2 to the Pooling and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. In connection with such transfer and assignment of the Mortgage Loans, the Seller shall, on behalf of the Purchaser, deliver to and deposit with the Trustee the following documents or instruments (with respect to each Mortgage Loan, a "Mortgage File") with respect to each Mortgage Loan so transferred and assigned:

  • 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.

  • Conditions to Obligations of Sellers The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to the Obligations of Sellers The obligations of Sellers under this Agreement are, at their option, subject to the fulfillment of the following conditions prior to or at the Closing Date:

  • Conditions to the Obligations of Seller The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Seller:

  • Conditions to Obligations of Seller The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

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