SELLER'S ASSURANCES Sample Clauses

SELLER'S ASSURANCES. If for any reason Seller believes it will be ------------------- unable to deliver all or any portion of Buyer's Contract Year Estimates or Refined Estimates, Seller shall immediately notify Buyer within ten (10) days of the date of receipt of Buyer's respective estimates. Such notification shall not relieve Seller of any of its obligations under this Agreement.
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SELLER'S ASSURANCES. Each Seller agrees that it shall not intentionally take any action that would adversely affect its ability to comply fully with its obligations to the Purchaser under this Agreement. [SIGNATURE PAGE FOLLOWS]
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SELLER'S ASSURANCES. Seller hereby represents and warrants to the Purchaser that (i) the Seller has the right to sell and transfer the Purchased Assets to the Purchaser, (ii) Seller is the sole holder of any intellectual property, including but not limited to patents, trademarks or copyrights, associated with the Purchased Assets in any country, (iii) no monies are owed to anyone who may have worked on the Purchased Assets and (iv) the Purchased Assets are being transferred to Purchaser free and clear of any and all liens, licenses, claims or encumbrances whatsoever in any country.
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SELLER'S ASSURANCES. At Closing, and from time to time prior to Closing, Seller shall do all such additional and further acts, and shall execute and deliver all such additional and further deeds, affidavits, instruments, certificates and documents, as Buyer, Buyer's counsel may reasonably require to fully vest in and assure to Buyer full right, title and interest in and to the Property to the full extent contemplated by this Agreement on the date of closing and otherwise to effectuate the purchase and sale of the Property as contemplated by and provided for in this Agreement. All the provisions of this Agreement (including, without limitation, the representations, covenants and warranties of Seller as set forth in this Agreement), shall survive the consummation of the purchase and sale of the Property on the Closing Date, the delivery of the Deed to Buyer and the payment of the Purchase Price. Notwithstanding any provision of this Agreement to the contrary, the indemnification provisions relating to the Seller shall survive any termination of this Agreement.
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SELLER'S ASSURANCES 
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Related to SELLER'S ASSURANCES

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Covenants of Seller Prior to Closing (a) From the Effective Date until the Closing or earlier termination of this Agreement, Seller or Seller’s agents shall:

  • Seller’s Representations Seller represents and warrants to Buyer as follows:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Deliveries by Seller at Closing At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

  • Covenants of Buyer Prior to Closing Date If the Closing does not occur on the date of this Agreement, between the date of this Agreement and the Closing Date Buyer will use its Best Efforts to cause the conditions in Sections 6 and 7 to be satisfied.

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Seller’s Deliveries At the Closing, Seller shall deliver to Buyer:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

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