Purchaser Obligation. 4 ARTICLE IV
Purchaser Obligation. Notwithstanding anything to the contrary contained in this Agreement, Purchaser and its affiliates shall acquire all Common Shares, Series B Shares and Warrants subject to any of the Stockholder Agreements, unless the failure to acquire such Shares, Series B Shares or Warrants is due to the breach or default of any other party hereunder or thereunder.
Purchaser Obligation. Upon the terms and subject to the conditions set forth in this Agreement, including Section 2.1(c) below, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Purchasers commit to purchase one Receivables Pool each calendar week during the Commitment Period, except for the calendar weeks within the period from January 4, 2019 to February 9, 2019 and October 1, 2020 through November 14, 2020 January 28, 2021 (provided, however, that the Purchasers may elect, in their sole discretion to purchase a Receivables Pool during any calendar week from October 1, 2020 through November 14, 2020 January 28, 2021), on each Closing Date designated by the Transferor pursuant to Section 4.1(a); provided that the sum of the Cutoff Date Aggregate Outstanding Principal Balance for all Receivables Pools purchased during the Commitment Period shall not exceed the Commitment Amount and the sum of the Cutoff Date Aggregate Outstanding Principal Balance for all Flex Receivables purchased during the period beginning April 30, 2020 through and including July 2, 2020, taken together, shall not exceed $[***], or such other later dates or higher amount with respect to Flex Receivables as agreed to by the Purchasers in their sole discretion (collectively, the “Purchaser Obligation”). Notwithstanding the foregoing or anything to the contrary herein, solely for the purposes of this Section 2.1(b), any Receivable sold on June 30, 2020, or September 29, 2020, or December 30, 2020 shall not be deemed to be a Flex Receivable."
Purchaser Obligation. (1) The Purchaser must ensure that the Property is removed from the Land not later than ##insert specific date##, 2020 or 60 days after the date of Completion, whichever is the earlier.
(2) In removing the Property, the Purchaser must ensure that:
(a) construction site safety fencing is installed whilst removal works are being undertaken;
(b) all work is undertaken to comply with legislative obligations to avoid dust and noise nuisance to premises adjoining or in the vicinity of the Land;
(c) all pipes (particularly septic pipes) are removed, or alternatively are capped 300 millimetres below ground level;
(d) all underground electrical wires are isolated below ground level;
(e) all ##foundations and footings / steel house supports and cross-bracing## are removed;
(f) all concrete and paving is removed;
(g) all earthworks holes and depressions are filled and each earthworks site is levelled;
(h) in particular, any hole or depression left by removal of the Property is filled and levelled;
(i) the Land is reinstated to a good order and condition, and any damage caused to the Land (including any remaining structures, fences and above ground or underground services) are made good, to the satisfaction of the Vendor’s Contact Officer; and
(j) the Land areas on which the Property was located prior to removal and the other Land areas used are left clean and tidy post-removal (including lawfully disposing of all material and waste generated from or arising out of removing the Property from the Land), to the satisfaction of the Vendor’s Contact Officer.
(3) The Purchaser must ensure that all removal and related work is performed competently and compliantly with all relevant duties of care.
(4) If, after Completion, the Purchaser receives local government waste management utility services for the Property, the Purchaser is liable to pay to the local government the associated utility charges incurred.
Purchaser Obligation. (a) Purchaser agrees to indemnify and hold Sellers and the Additional Signatories and their Affiliates and each of their respective officers, directors, partners, managers and employees (each, a "Seller Indemnified Person") harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable fees and expenses of counsel) which may at any time be imposed on, incurred by or asserted against any such Seller Indemnified Person, as the result of any action taken by (or failure to act of) Purchaser or its Affiliates following the execution and delivery of this Agreement with respect to, or associated or in connection with, the Partnership or Purchaser's interests therein, including the Sale Units (provided, that for avoidance of doubt, such obligation of Purchaser shall not arise out of the entry of the parties into this Agreement or any breach by Sellers or any Additional Signatory of any of their representations, warranties, covenants or agreements hereunder).
(b) If a third party commences any action or makes any demand against a Seller Indemnified Person, such Seller Indemnified Person will promptly notify Purchaser in writing of such action or demand; provided that any failure of any Seller Indemnified Person to give such notice shall not relieve Purchaser of its obligations under this SECTION 7.10, except to the extent that Purchaser is actually prejudiced by such failure to give notice. Purchaser shall, at its own expense, defend any action for which such Seller Indemnified Person is entitled to indemnification hereunder and shall be entitled to control the defense of such action with counsel (which counsel shall be chosen by Purchaser and reasonably acceptable to Sellers) who shall jointly represent Purchaser and its Affiliates and such Seller Indemnified Person; provided that in the event that a Seller Indemnified Person desires to participate in such action with counsel selected by such Seller Indemnified Person, such Seller Indemnified Person may do so at its sole cost and expense; provided further, however, that if counsel chosen by Purchaser cannot represent both Purchaser and such Seller Indemnified Person due to a disparity in the defenses available to Purchaser and to such Seller Indemnified Person, or other conflict of interest, such Seller Indemnified Person may participate in such action with counsel reasonably selected by such In...
Purchaser Obligation. Upon the terms and subject to the conditions set forth in this Agreement, including Section 2.1(c) below, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Purchasers commit to purchase one Receivables Pool each calendar week during the Commitment Period on each Closing Date designated by the Transferor pursuant to Section 4.1(a); provided that the sum of the Cutoff Date Aggregate Outstanding Principal Balance for all Receivables Pools purchased during the Commitment Period shall not exceed the Commitment Amount (the “Purchaser Obligation”).
Purchaser Obligation. 14 Section 10.04
Purchaser Obligation. Upon the terms and subject to the conditions set forth in this Agreement, including Section 2.1(c) below, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Purchasers commit to purchase one Receivables Pool each calendar week during the Commitment Period, except for the calendar weeks within the period from November 2, 2018 to November 24, 2018 January 1, 2018 to January 15, 2018, on each Closing Date designated by the Transferor pursuant to Section 4.1(a); provided that (i) the sum of the Cutoff Date Aggregate Outstanding Principal Balance for all Receivables Pools purchased during the Commitment Period shall not exceed the Commitment Amount, and (ii) the sum of the Cutoff Date Aggregate Outstanding Principal Balance for all Receivables Pools purchased during the period from the Extension Amendment Effective Date through December 31, 2017 shall not exceed $125,979,120 (the “Purchaser Obligation”).
Purchaser Obligation. Upon the terms and subject to the conditions set forth in this Agreement, including Section 2.1(c) below, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Purchasers commit to purchase one Receivables Pool each calendar week during the Commitment Period, except for the calendar weeks within the period from January 4, 2019 to February 9, 2019, on each Closing Date designated by the Transferor pursuant to Section 4.1(a); provided that the sum of the Cutoff Date Aggregate Outstanding Principal Balance for all Receivables Pools purchased during the Commitment Period shall not exceed the Commitment Amount and the sum of the Cutoff Date Aggregate Outstanding Principal Balance for all Flex Receivables purchased during the period beginning April 30, 2020 through and including [***], taken together, shall not exceed $[***], or such other later dates or higher amount with respect to Flex Receivables as agreed to by the Purchasers in their sole discretion (collectively, the “Purchaser Obligation”)."
Section 2.04 Amendments to Section 2.1(d)
Purchaser Obligation. Upon the terms and subject to the conditions set forth in this Agreement, including Section 2.1(c) below, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Purchasers commit to purchase one Receivables Pool each calendar week quarter during the Commitment Period, except for the calendar weeks within the period from January 4, 2019 to February 9, 2019 and October 1, 2020 through January 28, 2021 (provided, however, that the Purchasers may elect, in their sole discretion to purchase a Receivables Pool during any calendar week from October 1, 2020 through January 28, 2021), on each Closing Date designated by the Transferor pursuant to Section 4.1(a); provided that the sum of the Cutoff Date Aggregate Outstanding Principal Balance for all Receivables Pools purchased during the Commitment Period shall not exceed the Commitment Amount and the sum of the Cutoff Date Aggregate Outstanding Principal Balance for all Flex Receivables purchased during the period beginning April 30, 2020 through and including July 2, 2020, taken together, shall not exceed $[***], or such other later dates or higher amount with respect to Flex Receivables as agreed to by the Purchasers in their sole discretion (collectively, the “Purchaser Obligation”). Notwithstanding the foregoing or anything to the contrary herein, solely for the purposes of this Section 2.1(b), any Receivable sold on June 30, 2020, September 29, 2020, or December 30, 2020 shall not be deemed to be a Flex Receivable." [***] Redacted for confidentiality purposes.
Section 2.04 Amendments to Section 4.2(a) (Effecting Purchases). Section 4.1(a) of the Master Purchase and Sale Agreement is hereby amended as set forth below by inserting each term thereof which is double underlined in the place where such term appears below and deleting the stricken text:
