Purchasers Rights and Obligations. During the Due Diligence Period, Purchaser shall have the right, at Purchaser’s sole cost and expense, to examine any and all matters in connection with the Subject Property, including, without limitation, the physical and environmental condition of the Property (including but not limited to Phase I and, if warranted in Purchaser’s sole discretion, Phase II environmental studies and reports). The matters set forth in the preceding sentence are hereinafter collectively referred to as the “Purchaser’s Examinations.” Seller agrees to reasonably cooperate with Purchaser during this process, including without limitation, executing any reasonably necessary documents related thereto, including without limitation the requisite Seller Questionnaire in connection with a Phase I environmental site assessment. If Purchaser determines, in Purchaser’s sole and absolute discretion, that any of Purchaser’s Examinations, or results relating thereto, are not, for any reason, satisfactory to Purchaser or are not conducive to Purchaser’s plans or tentative plans for the use and/or development of the Subject Property, the Purchaser may terminate this Agreement by written notice to Seller delivered at any time within five (5) days after the expiration of the Due Diligence Period (the “Termination Date”). In the event of such a termination by Purchaser on or prior to the Termination Date, this Agreement shall thereafter be without any further force or effect. Purchaser shall not provide Seller or any agent or representative of Seller with copies of or information relating to any reports or documents generated by Purchaser’s investigations or inspections of the Subject Property conducted during Purchaser’s Due Diligence Period. In the event Purchaser does not exercise its right of termination and this transaction closes, Purchaser agrees to accept the Subject Property in “AS IS” condition.
Purchasers Rights and Obligations. Effective upon (i) the purchase by any Purchaser of shares of the Company's Series B Preferred Stock at the closing of the sale and purchase of shares under the Series B Purchase Agreement; (ii) the execution and delivery by such Purchaser of a signature page to this Amendment; (iii) the execution and delivery by the Company of a signature page to this Amendment; and (iv) the satisfaction of the conditions set forth in Section 4 of this Amendment, such Purchaser will be a "Purchaser" for all purposes of the Amended Rights Agreement, as amended hereby, and the following sections of the Amended Rights Agreement will be amended as follows:
Section 1.1 (b) will be amended by deleting such provision in its entirety and replacing it with the following:
Purchasers Rights and Obligations. Each Sublicense Agreement and Subcontractor Agreement entered into by Alipay or Purchaser or their respective Subsidiary Sublicensees, and each End User License entered into by Alipay or its Subsidiary Sublicensee, in each case in connection with the exercise of its rights and obligations under this Amended IPLA, shall not contain any provision that is inconsistent with the terms of this Amended IPLA. For the avoidance of doubt, (i) any rights and responsibilities performed or provided by Subsidiary Sublicensees, Permitted Subcontractors or Alipay End Users shall be deemed to be performed by Alipay or Purchaser (as applicable), and (ii) Alipay or Purchaser (as applicable) shall be responsible and liable for any breach of the terms and conditions of any Sublicense Agreement, Subcontractor Agreement or End User License by any Subsidiary Sublicensee, Permitted Subcontractor or Alipay End User (as applicable) to the same extent as if breach were committed by Alipay or Purchaser (as applicable).
Purchasers Rights and Obligations a. License1 to the Premises; Facility Access Rights. Purchaser grants to Seller and to Seller’s agents, employees, contractors and assignees an irrevocable non-exclusive license running with the Premises (the “License”) for access to, on, over, under and across the Premises for the purposes of (i) installing, constructing, operating, owning, maintaining, accessing, removing and replacing the System; (ii) performing all of Seller’s obligations and enforcing all of Seller’s rights set forth in this Agreement; and (iii) installing, using and maintaining electric lines and equipment, including inverters and meters necessary to interconnect the System to Purchaser’s electric system at the Facility, to the Utility’s electric distribution system, if any, or for any other purpose that may from time to time be useful or necessary in connection with the construction, installation, operation, maintenance or repair of the System. Seller shall notify Purchaser prior to entering the Facility except in situations where there is imminent risk of damage to persons or property. The term of the License shall continue until the date that is one hundred and twenty (120) days following the date of expiration or termination of this Agreement (the “License Term”). During the License Term, Purchaser shall ensure that Seller’s rights under the License and Seller’s access to the Premises and the Facility are preserved and protected. Purchaser shall not interfere with nor shall permit any third parties to interfere with such rights or access. The grant of the License shall survive termination of this Agreement by either Party. At request of Seller, Purchaser shall execute a memorandum of License, and which shall be in form and substance set forth in Exhibit 5, or other form agreed to by the parties. Seller may, at its sole cost and expense, record such memorandum of License with the appropriate land registry or recorder’s office.
Purchasers Rights and Obligations. 15.1 It is specifically recorded that the Seller, as developer of De Zalze Lodge, shall substantially complete all duties and obligations imposed on it by any contract entered into with the Lodge Company, and shall be responsible for retaining the existing lease agreements in respect of the Letting Enterprise with the Lodge Company until date of transfer in terms hereof.
15.2 The Seller shall be entitled to use any one or more of its unsold dwellings in the Lodge Zone, or any portion thereof, as a sales office, a show house, a restaurant(s), laundry, reception area, retail purposes or for any other purpose in his discretion.
15.3 The Seller intends developing De Zalze Lodge, the Lodge Zone and the properties comprising same over a period of time and, for as long as the Purchaser remains a member of the De Zalze Lodge Home Owners Association, the Purchaser shall enjoy unrestricted rights with respect to the marketing of the individual properties comprising the Lodge Zone and, in particular, De Zalze Lodge as a destination.
15.4 The Seller (including such other entity as it may nominate in this respect) reserves the right and shall be entitled to develop, build and establish in the Lodge Zone other amenities and facilities as it in its sole discretion deems fit. The Purchaser further reserves the right to operate same for its own benefit.
15.5 The De Zalze Lodge Home Owners Association and its members shall have access to the amenities of the Lodge Zone subject to conditions and rules determined by the Seller in its sole discretion and subject to such provisions of an agreement between the Seller, the Lodge Company and the De Zalze Lodge Home Owners Association, regulating the use of any amenity within the Lodge Zone, as may be agreed upon.
15.6 The facilities and land comprising the main lodge itself, situate on Erf 571 De Zalze, shall not be maintained from the levy fund of the De Zalze Lodge Home Owners Association, but shall be used for its own account by the Seller or its successors in title.
15.7 Neither the Seller nor the Purchaser shall be entitled to cede or assign any or all of its rights and obligations in terms of this Agreement.
15.8 The Seller, or its successor in title, shall in its absolute discretion be entitled to apply for, and subject to the requisite approval being granted by the local authority, vary the layout and/or zoning and/or size and/or boundaries of xxxxx and/or the extent and/or position of streets in the Lodge Zone and the Pur...
Purchasers Rights and Obligations. (I) Purchaser or the Purchasers Branch shall be responsible to pay the rental of the Premises and all expenses of the Operating Center immediately after the completion of the transactions contemplated in Article I above (hereinafter referred to as the Completion).
(II) Purchaser has the rights to dispatch its appointed representatives to visit the Operating Center before the Completion to inspect the Assets and the proper functionality of the equipment and facilities;
Purchasers Rights and Obligations. The Majority Purchasers and the Company each shall have the right, in their or its sole discretion, to terminate the right and obligation of any Purchaser to purchase Percentage Interests hereunder in the event that either (x) the short-term debt ratings of such Purchaser by any Relevant Rating Agency shall cease to be at least equal to the ratings assigned by the Relevant Rating Agencies to the Notes or (y) such Purchaser shall claim any reimbursement or compensation pursuant to any provision of Section 6.1 or 6.2 of the Loan Agreement. Such termination shall be effective upon the delivery of written notice to such effect delivered by the Liquidity Agent to the Company and such Purchaser (in the case of a termination by the Majority Purchasers) or by the Company (or the Administrator on its behalf) to the Liquidity Agent and such Purchaser (in the case of a termination by the Company), subject to the next following sentence. Upon such termination, (i) such Purchaser shall cease to have any rights or obligations with respect to future purchases of Percentage Interests under this Agreement but shall continue to have the rights and obligations of a Purchaser (including, without limitation, rights to payments described in Section 4(d)) with respect to any Percentage Interests purchased by it pursuant to the terms of this Agreement prior to such termination and shall continue to be bound by the provisions of Section 8 and Sections 12(j) and 12(k), and (ii) effective on the date of termination, either (x) the Liquidity Agent shall arrange for such Purchaser's rights and obligations hereunder to be assigned to an Eligible Assignee pursuant to Section 9 or (y) if such an assignment cannot be arranged on or before such date, the Purchase Commitment of such Purchaser hereunder shall be reduced to zero; provided that, after giving effect to such reduction, the aggregate of all Purchase Commitments hereunder shall at least equal the Facility Limit multiplied by 102%. If the short-term debt ratings of a Purchaser by any Relevant Rating Agency shall cease to be at least equal to the ratings assigned by the Relevant Rating Agencies to the Notes, then the Company may, in its sole discretion, if such Purchaser's Commitment has not theretofore been terminated pursuant to clause (i) above, require such Purchaser to fund (and each Purchaser hereby agrees in such event to fund) any unused portion of its Purchase Commitment by payment of such amount to the Administrator (a "Li...
Purchasers Rights and Obligations. The obligations of each Purchaser under this Agreement and under any or all of the other Note Purchase Documents are several. Except as otherwise provided herein, failure by a Purchaser to perform its obligations under this Agreement or under any or all of the other Note Purchase Documents does not affect the obligations of any other Party under this Agreement or under any or all of the other Note Purchase Documents. No Purchaser is responsible for the obligations of any other Purchaser under this Agreement or under any or all of the other Note Purchase Documents. The rights of each Purchaser under or in connection with this Agreement and under any or all of the other Note Purchase Documents are separate and independent rights and any debt arising under this Agreement and under any or all of the other Note Purchase Documents to a Purchaser from the Issuer shall be a separate and independent debt. A Purchaser may, except as otherwise stated in this Agreement and under any or all of the other Note Purchase Documents, separately enforce its rights under this Agreement and under any or all of the other Note Purchase Documents.
Purchasers Rights and Obligations
