Purchaser’s Obligation to consummate the purchase of the Project is expressly conditioned upon the following, each of which constitutes a condition precedent to Purchaser's obligations hereunder which, if not performed or determined to be acceptable to Purchaser on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit Purchaser, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Seller, whereupon the Deposit shall be returned immediately to Purchaser, and neither the Seller nor the Purchaser shall have any further obligations hereunder to the other (provided that Purchaser shall have the right to waive any one or all of said conditions).
(a) On the Closing Date, title to the Project shall be in the condition required herein, and the Title Company shall be in a position to issue the requisite Title Policy pursuant to the Commitment.
(b) Seller shall have complied with and performed all covenants, agreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance.
(c) Seller's representations, warranties and agreements contained herein are and shall be true and correct as of the date hereof and as of the Closing Date in all material respects.
(d) From and after the date hereof to the Closing Date there shall have been no material adverse change in or to the Project or the business conducted thereon.
(e) In the event the Purchaser obtains, at the sole cost and expense of the Purchaser, a Phase 1 environmental audit (the "Environmental Audit") of the Project, including the Land and Improvements, addressed to the Purchaser and others designated by the Purchaser, conducted by an independent environmental investigation and testing firm selected by the Purchaser and reasonably approved by the Seller, reflecting that the Project is free of and does not contain any Hazardous Materials, and otherwise in form and content acceptable to Purchaser, in its sole discretion. If the Environmental Audit discloses any condition which requires further review or investigation, the Purchaser may obtain, at the Purchaser’s expense, a Phase 2 environmental audit of the Project in form and content acceptable to the Purchaser, in its sole discretion, and the Closing Date shall be extended to provide Purchaser with sufficient time to receive, review and approve the Phase 2 environmental audit. Purchaser shall give Seller reaso...
Purchaser’s Obligation. Xxxxxxxxx agrees to indemnify and hold harmless Producer’s Indemnitees from and against, and in respect of, any and all Liabilities to Third Parties asserted against or incurred by any of Producer’s Indemnitees that arise out of, relate to or result from:
(a) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party, arising out of the use by Producer of Purchaser Products or Purchaser Supplied Components in accordance with the Specifications;
(b) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party by the Purchaser Products or Purchaser Supplied Components;
(c) the development, manufacture, storage, promotion, marketing, distribution, sale or use of any Supplied Product;
(d) any failure of the Purchaser Supplied Components to comply in any material respect with the Specifications therefor; or
(e) any material breach by it of its obligations under this Agreement; provided, however, that this Section 10.2 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 10.1 above; and provided, further, that clause (c) shall not include the manufacture or storage by or on behalf of Producer of Supplied Products in material breach of the warranties contained in Section 8.1. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Purchaser.
Purchaser’s Obligation. At the Closing, Purchaser shall (i) deliver to Seller cash or certified or bank cashier’s check in the amount of the purchase price less the Seller Note, the payoff balance of the Secured Notes and the Master Note and the Escrow Fund, (ii) fund the Escrow Fund, (iii) deliver the Seller Note, (iv) deliver the Lease, and (iv) deliver any other documents necessary to conclude the agreements between the parties.
Purchaser’s Obligation. From and after the Execution Date, Purchaser shall use commercially reasonable efforts to cause the conditions to Closing set forth in Sections 2.2(b)(iv) and (v) to be satisfied or waived and to cause the Closing to occur.
Purchaser’s Obligation. The purchaser's obligation is to operate the product under normal conditions in an approved application, which includes proper installation, speed, fuel, lubrication, use, and service. Failure to do so voids this warranty. In order to obtain a remedy under this warranty, the purchaser must notify Stanadyne of the defect within the warranty period. This may be done by: delivering the product to an Authorized Stanadyne Service Dealer for the purpose of remedying the defect or sending written notice to Stanadyne specifying the defect and stating that the purchaser intends to seek warranty coverage promptly.
Purchaser’s Obligation. The following Personnel shall be provided by the Purchaser for the duration of the BOT Project Life Cycle: t Project Technical Manager who shall be responsible for technical issues including coordination and ensuring that all procurement is made as per technical specifications. Specification of replacement parts and consumables as made according to industry standards t At least one Business Analyst who shall work closely with the Supplier’s Development Team until the system is Signed-off. t Operational staff who will be required to operate the CDLS throughout the designated centers as per implementation schedule.
Purchaser’s Obligation. Purchaser's obligation to enter into and complete the Closing is subject to the fulfillment on or before the Closing Date of each of the following conditions. Purchaser may waive any or all of these conditions, in whole or in part, at Purchaser's sole option.
Purchaser’s Obligation. Purchaser shall defend, indemnify and hold harmless Seller, affiliated companies of Seller and the directors, officers, employees and agents of Seller (each a “Seller Indemnified Party”) from and against all liability, loss, costs, claims, damages, expenses, judgments, awards and settlements, including, without limitation, actual attorneys’ fees and expenses reasonably incurred (whether or not these are covered by insurance), whether in tort or in contract, law or equity, that a Seller Indemnified Party may incur by reason of or arising out of any claim made by any third party, resulting from or with respect to (i) the material breach of this Agreement by Purchaser or any other person for whose actions Purchaser is liable under applicable law; (ii) the gross negligence or intentional misconduct or omission of Purchaser or any employee, contractor, or authorized representative of Purchaser; or (iii) the harmful or unsafe effect of any drug or other product owned or to which rights are held by Purchaser; provided, however, that this indemnification shall not extend to any claims arising out of a material breach of this Agreement by Seller or any other person for whose actions Seller is liable under applicable law; or the gross negligence or intentional misconduct or omission of Seller in connection with this Agreement.
Purchaser’s Obligation. The Rules for use of all common facilities shall be laid down by the Seller/Committee/Association and in framing such rules Committee/Association shall not make any discretion between Unit Owners of the project in the said premises. The right over the common parts and portions of the Residential Complex will accrue to the Purchaser only upon acquiring ownership rights with respect to the Said Unit and Appurtenances thereto. The Purchaser further acknowledges the right of the Units owners, both in Phase I and Phase II, in the said premises/complex to use the facilities and amenities comprising in the said premises/ complex once the same is commissioned/constructed and the Purchaser shall not raise any objection whatsoever or howsoever. From date of possession of the Said Unit and the properties Appurtenances thereto the Purchaser assures/commits to pay the rates and taxes applicable to the Unit and the Maintenance Charges which shall include his/her/its proportionate share of charges/expenses in maintaining all the facilities and amenities comprising the GENERAL COMMON ELEMENTS irrespective of use/availability.
Purchaser’s Obligation to acquire the Property and consummate the other transactions contemplated hereunder shall be conditioned on satisfaction of the following requirements (the "CONSTRUCTION CONDITIONS").
(a) Seller having obtained and delivered to Purchaser a final, unconditional certificate of occupancy from the City of Crossville, Tennessee and any other applicable governmental authority with respect to all of the Property;
(b) Seller having obtained and delivered to Purchaser a certificate of completion, signed by an independent architect and independent engineer, indicating that all improvements shown on the Plans and Specifications have been completed and are in compliance with all applicable governmental rules, ordinances, regulations and requirements; and,
(c) Seller having taken possession of all of its leasehold premises as described in the Lease, opened for business to the public, and, concurrent with the Closing, commenced full payment of rents and other charges pursuant to the Lease.
(d) Seller shall use best efforts to complete the Construction Conditions on or before March 31, 2004. If the Construction Conditions have not been completed on or before March 31, 2004, then Purchaser may terminate this Agreement by giving written notice to Seller of such termination. Upon the termination of the Agreement pursuant to this Section 6.2, the Xxxxxxx Money, and all interest earned thereon, shall be returned to Purchaser and neither party shall have any further obligations or liabilities hereunder.
