Other Seller Obligations Sample Clauses

Other Seller Obligations. Seller shall defend and pay all amounts owing, and reasonable expenses incurred by Seller, in connection with (i) any claim asserted against the Company in any litigation, arbitration, suit or proceeding commenced on or prior to the Closing Date or in any written notice delivered to the Company prior to the Closing Date, regardless of the nature of the claim, including, without limitation, the claims and litigation described in Schedule 4.1(j) attached hereto, (ii) any claim involving liabilities or obligations of the Company involving death or bodily injury to a third party as and to the extent involving products of the Company sold prior to the Closing Date, regardless of whether such claim is asserted prior to or following the Closing Date and (iii) any claim asserted for indemnification (whether under the articles of incorporation or bylaws of the Company or under the laws of the Commonwealth of Massachusetts) by a director, officer or employee of the Company who served in such capacity prior to the Closing Date where such claim is based upon events which occurred prior to the Closing Date. Horizon, Arrow and the Company shall cooperate with Seller in connection with Seller's defense and resolution of such claims, including, without limitation, by providing Seller with access to the records, files and other information of Horizon, Arrow or the Company, as the case may be, as reasonably requested by Seller in connection therewith.
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Other Seller Obligations. (a) Prior to Closing, the Company will use commercially reasonable best efforts to amend the License to Manufacture Agreement dated April 25, 2007 between Abba Logic LLC (“Abba”) to the effect that (i) the license granted under the License Agreement shall be converted into an exclusive license for a duration of not less than three years and (ii) SecurityInc shall have been granted an option to purchase the Intellectual Property licensed under the License Agreement for a purchase price which is to be approved by Buyer, which approval may not be unreasonably withheld.
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Other Seller Obligations. 1. Seller shall use its best efforts to comply with the EICC (Electronics Industry Code of Conduct) standards, and the 2012 UN Guiding Principles on Human Rights and Business. Seller, its affiliates, and their owners, directors, officers, employees, agents, contractors, and vendors shall comply with all applicable laws, codes, rules, regulations and ordinances, including without limitation those restricting the use of child, involuntary, and forced labor, and applicable industry codes and standards (“Legal and Industry Requirements”), including without limitation, the U.S. Export Administration Regulations and Foreign Assets Control Regulations (“Export Laws”). Seller shall not transfer, share, export or re-export any Materials, Work Product, or related technical data (“Restricted Information”) with or to persons or destinations restricted by such Export Laws without prior authorization of the applicable government agency. Seller represents and warrants that neither Seller nor its affiliates, or their owners, directors, officers, employees, agents or contractors are:
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Other Seller Obligations 
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Related to Other Seller Obligations

  • Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.

  • Purchaser Obligations Section 7.1Pursuit of State Regulatory Approval . Purchaser shall use Commercially Reasonable Efforts to make an initial filing for State Regulatory Approval no later than twenty (20) Business Days after the Signing Date (the “State Regulatory Target Filing Date”). Seller shall act diligently and cooperate with Purchaser’s efforts to seek State Regulatory Approval and promptly provide any information, including the filing of testimony, reasonably requested by Purchaser or required for State Regulatory Approval and/or any regulatory proceedings or litigation that may arise relating to the State Regulatory Approval. As part of such cooperation, Seller shall file on or prior to the State Regulatory Target Filing Date an application for declination of jurisdiction with the State Regulatory Agency in connection with the Transactions. Nothing in this Agreement shall require Purchaser to accept any condition to, limitation on, or other requirement concerning the State Regulatory Approval that, in Purchaser’s sole discretion, is unacceptable to Purchaser. Nothing in this Agreement shall require Seller to accept any condition to, limitation on, or other requirement concerning the declination of jurisdiction from the State Regulatory Authority that, in Seller’s sole discretion, is unacceptable to Seller.

  • Retained Obligations Buyer does not assume or agree to discharge or perform and will not be deemed by reason of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of the consummation of the transactions contemplated hereby, to have assumed or to have agreed to discharge or perform, any liabilities, obligations or commitments of Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed to Buyer, other than the Assumed Obligations (the "Retained Obligations").

  • 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:

  • Customer Obligations Customer shall:

  • Assumed Obligations At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

  • Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not:

  • Seller’s Obligations at the Closing At the Closing, Seller shall deliver to Purchaser the following:

  • Seller’s Closing Obligations At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:

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