OBLIGATIONS TO AMOCO AND THE IRS Sample Clauses

OBLIGATIONS TO AMOCO AND THE IRS. 5.1 Waltxx xxxll, and shall require Waltxx Xxxgo and Waltxx Xxxdings to, and Nuevo shall, and shall require Nuevo Congo and Nuevo Holdings to, perform all of their respective obligations (including both affirmative and negative covenants) under the Marine I Joint Operating Agreement, the Tax Agreement, the Purchase Agreement, the Closing Agreement and all of the agreements executed in connection with the OPIC Financing. In addition, (i) neither Waltxx xxx Nuevo shall, and Waltxx xxx Nuevo shall not permit any of their respective Affiliates to, take (or, to the extent possible, permit) any action for which any of them would have an obligation to indemnify Amoco or any of its Affiliates under the terms of the Tax Agreement without obtaining the prior consent of the other and (ii) unless they obtain the prior consent of the other, Waltxx xxx Nuevo shall, and Waltxx xxx Nuevo shall cause each of their respective Affiliates to, take all actions necessary to avoid the occurrence of an event for which any of them would have an obligation to indemnify Amoco or any of its Affiliates under the terms of the Tax Agreement. Such consent may be conditioned on, among other things, the receipt by the party that is to provide the consent of an indemnity from an entity acceptable to such consenting party (in its sole discretion) against any liability, cost or expense in connection with such action.
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Related to OBLIGATIONS TO AMOCO AND THE IRS

  • Conditions to Obligations of the Investors The obligation of each Investor to purchase the Units at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by such Investor:

  • CONDITIONS TO PURCHASER'S OBLIGATIONS The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction (unless waived in writing by Purchaser) of each of the following conditions on or prior to the Closing Date:

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING The obligations of the Purchaser to consummate the transactions under Section 2 are subject to the fulfillment, to the satisfaction of the Purchaser on or prior to the Closing, or waiver by the Purchaser, of the following conditions:

  • Conditions to the Initial Purchasers’ Obligations The several obligations of the Initial Purchasers to purchase and pay for the Firm Securities on the Closing Date are subject to the following conditions:

  • Obligations of the Investors In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:

  • Conditions to Obligations of the Purchasers The obligations of the Purchasers to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

  • Conditions of the Initial Purchasers’ Obligations The obligation of the Initial Purchasers to purchase and pay for the Securities shall, in their sole discretion, be subject to the satisfaction or waiver of the following conditions on or prior to the Closing Date:

  • Conditions to the Seller’s Obligations The obligations of the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing (and shall remain satisfied at and as of the Closing) of the following additional conditions, any of which may be waived by the Seller in its sole discretion, in whole or in part:

  • Conditions to the Obligations of the Initial Purchasers The obligations of the Initial Purchasers to purchase the Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties of the Company contained herein at the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

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