Seller’s Continuing Obligations. Notwithstanding assignment of the Lease to Buyer as contemplated by Section 9 hereof, Seller shall remain liable for the performance of the obligations of Landlord under the Lease with respect to: (i) Landlord's obligations under Sections 9.7.5 and 9.7.11 of the Lease to deliver plans or other documents relating to design of the Improvements or the construction thereof; and (ii) performance under any warranty claims received from Tenant with respect to the Premises pursuant to the "One-Year Warranty" set forth in Section 9.4 of the Lease. The provisions of this paragraph shall survive Closing of the sale of the Property to Buyer, and the parties agree to confirm such survival in writing at Closing.
Seller’s Continuing Obligations. During the Delivery Term, to the extent not reported in the most recent availability Notice or pursuant to Section 3.8, Seller shall Notify Buyer as soon as reasonably practicable, in accordance with PG&E’s Outage Reporting Protocols, of every Outage of a Unit, change in availability of all relevant Products or imposition of an Instructed Operation, whether or not the Unit is scheduled for operation. Seller shall update Buyer periodically through the day as information becomes available as well as through availability Notices, with any revised estimates regarding the Unit’s return to full output capability or release from or change in Instructed Operation and shall promptly provide Buyer Notice of any further change in the availability of a Unit or Products for dispatch from that set forth in the last Notice provided, whether or not the Unit is scheduled for operation, including any developments that will affect the severity or duration of each Outage, availability and capability of the Unit to return to service after an Outage or scope and duration of the Instructed Operation. For Forced Outages, Seller shall Notify PG&E’s Real Time Desk within ten (10) minutes of the event as specified in Appendix III.
Seller’s Continuing Obligations. 8.3.1 Seller shall (or shall procure that the relevant member of Seller’s Group shall) for a period of 12 (twelve) months following the Closing (i) give to Purchaser such information as is reasonably available to Seller and as Purchaser may reasonably require in relation to the Group, its employees, customers and suppliers and (ii) pass on any trade enquiry which any Share Seller or Business Seller receives.
8.3.2 Seller shall (or shall procure that the relevant member of Seller’s Group shall) retain for a period of 5 (five) years from Closing, or such longer period as may be prescribed by applicable Law, any books, records or other written information relating to the Group which are not at the Properties at Closing or in the possession of any member of Purchaser’s Group pursuant to Closing, and shall allow Purchaser upon reasonable written notice and to the extent permitted by applicable Law, reasonable access to such books, records and information, including the right to inspect and take copies (at Purchaser’s expense) to the extent that such access and copies are necessary for continuing the Operations conducted at Closing.
8.3.3 Except as otherwise agreed in writing between the Parties and subject to any patent or trade xxxx applications being irrevocably refused for not meeting relevant standards and subject to irrevocable revocation in opposition, Seller shall use its best efforts to continue to maintain and protect and cause to be maintained and protected each item of Acquired Intellectual Property for a period extending for 90 (ninety) days after the Closing Date so that all such items shall remain valid and subsisting, such maintenance and protection to include, without limitation, timely filing in the Netherlands or foreign jurisdictions, to prevent loss of rights or forfeiture or to meet any due dates or bar dates, all necessary documents, such as patent, trademark or copyright applications, responses, petitions, affidavits, and certificates, paying all necessary fees, such as registration, maintenance, annuity, and renewal fees, and undertaking all other actions necessary to protect and maintain the validity and/or subsistence of all such items of the Acquired Intellectual Property; provided that Seller shall present to Purchaser for execution all necessary affidavits, documents and certificates which must be executed by Purchaser as the owner following Closing. Purchaser agrees to cover the reasonable, associated maintenance and renewal fees, ...
Seller’s Continuing Obligations. During the Delivery Term, to the extent not reported in the most recent availability Notice or pursuant to Section 9.2, Seller shall Notify Buyer in accordance with PG&E’s Outage Reporting Protocols, of every Outage, change in availability of any Product or Capability, or imposition of an Instructed Operation, whether or not the Project is scheduled for operation. Seller shall update Buyer periodically through the day as information becomes available through availability Notices, with any revised estimates regarding the Project’s return to full Capability or release from or change in Instructed Operation. Seller shall promptly provide Buyer Notice of any further change in the Product availability and Capability from that set forth in the last Notice provided, including any developments that will affect the severity or duration of each Outage, Product availability and ability of the Project to return to service after an Outage, or scope and duration of the Instructed Operation. For Forced Outages, Seller shall Notify PG&E’s Real-Time Desk within ten (10) minutes of the event as specified in Appendix III. Seller shall comply at all times throughout the Delivery Term with PG&E’s Outage Protocol and Notifications specified in Appendix III. If Seller becomes aware of an Exigent Circumstance, Seller shall cease the Energy Storage Services and declare a Forced Outage. Seller shall continue such Outage due to the Exigent Circumstance until the Exigent Circumstance is resolved in accordance with this Section and Section 14.4. In the event that Buyer provides Notice to Seller that Buyer does not accept the Remediation Attestation pursuant to Section 14.4, the Buyer Remediation Review Period will end on such Notice and the Remediation Period shall continue until such time as Seller resubmits a revised Remediation Attestation for a further Buyer Remediation Review Period. Hours during any Buyer Remediation Review Period will not be considered unavailable for purposes of calculating Availability.
Seller’s Continuing Obligations. Notwithstanding assignment of the Lease to Buyer as contemplated by Section 9 hereof, Seller shall remain liable for the performance of the obligations of Landlord under the Lease with respect to Section 15 of the Lease. The provisions of this paragraph shall survive Closing of the sale of the Property to Buyer, and the parties agree to confirm such survival in writing at Closing.
Seller’s Continuing Obligations. 3.1 The Sellers shall complete development and construction of Phases 1, 2 and 3 of the Project and the Unbuilt Sites, according to the Phase 1, 2 and 3 Site Plans and the plans and specifications for each Phase identified in Exhibit C-4 attached hereto ("Expansion Plans"), pursuant to the Expansion Completion Agreement satisfactory in form and content to Purchaser and Sellers. Sellers shall proceed in good faith and due diligence to complete such development and construction so that (a) Phase 1 and all of the Phase I Unbuilt Sites are completed and available for the installation of mobile homes and lease to tenants by August 1, 1998, (b) Phase 2 and all of the Phase 2 Unbuilt Sites are completed and available for the installation of mobile homes and lease to tenants by August 1, 1999, and (c) Phase 3 and all of the Phase 3 Unbuilt Sites are completed and available for the installation of mobile homes and lease to tenants by August 1, 2000, subject only to Project LLC obtaining final permission to occupy such sites pursuant to license; provided, however, that Sellers shall complete the Unbuilt Sites so as to satisfy all applicable requirements pertaining to the development and construction of the Unbuilt Sites so that Project LLC can obtain such license. Purchaser agrees to cooperate with Sellers in Sellers' efforts to complete the development and construction of Phases 1, 2 and 3 and the Unbuilt Sites. The entire cost to develop and construct the Unbuilt Sites shall be paid by Sellers, including, without limitation, any permits, utility connection and other costs related to construction, but excluding, without limitation, property taxes and special assessments.
3.2 The parties acknowledge that the existing roadways in the Project (together with the Project storm drains) as identified in Exhibit E must be reconstructed ("Road Reconstruction"). Sellers shall have the obligation to undertake and complete such road reconstruction and storm drain upgrade in accordance with the requirements set forth in Exhibit F and plans and specifications identified in Exhibit C-5 attached hereto ("Road Plans"). The entire cost to complete the Road Reconstruction shall be paid by Sellers. Sellers agree to proceed with due diligence and use its best efforts to complete the road reconstruction as soon as practical after the date hereof, and in no event later than July 31, 1998. To assure Sellers' performance of the terms of this Section 3.2, on the Closing Date, Sellers shall ...
Seller’s Continuing Obligations. 6.1 Seller shall authorize Buyer to use and occupy the Plant, during the period from the Closing Date until the date upon which Buyer has removed all of the Assets therefrom (the "Move Date"), all in accordance with the provisions of Section 7.4 hereof.
6.2 Upon Buyer's request at any time during a period of one (1) year following the Closing Date, Seller shall execute and deliver to Buyer any documents not delivered to Buyer on the Closing Date that Buyer reasonably requests from Seller for perfecting the transfer of the Assets to Buyer contemplated by this Agreement.
6.3 a) For a period of five (5) years after the Closing, Seller shall not, directly or indirectly, in any capacity whatsoever, propose to design or manufacture, or design or manufacture any products listed in Schedule 6.3, or any products substantially similar to such products, or conduct or assist others in conducting or be involved or interested in any manner in any business which is in competition with the developing, manufacturing, production, distribution, marketing or selling of any such products;
Seller’s Continuing Obligations. Notwithstanding anything contained herein to the contrary, Seller shall remain responsible after Closing for timely performance of any warranties regarding the condition of the Improvements and/or the Personalty granted to Tenant under the Lease. The provisions of this Section 26 shall survive Closing of the transaction contemplated hereby.
Seller’s Continuing Obligations. During the Delivery Term, to the extent not reported in the most recent availability Notice or pursuant to Section 9.2, Seller shall Notify Buyer in accordance with PG&E’s Outage Reporting Protocols, of every Outage of a Unit, change in availability of any Product or Capability, or imposition of an Instructed Operation, whether or not the Project is scheduled for operation. Seller shall update Buyer periodically through the day as information becomes available through availability Notices, with any revised estimates regarding the Project’s return to full Capability or release from or change in Instructed Operation. Seller shall promptly provide Buyer Notice of any further change in the Product availability and Capability from that set forth in the last Notice provided, including any developments that will affect the severity or duration of each Outage, Product availability and ability of the Project to return to service after an Outage, or scope and duration of the Instructed Operation. For Forced Outages, Seller shall Notify PG&E’s Real-Time Desk within ten (10) minutes of the event as specified in Appendix III. Seller shall comply at all times throughout the Delivery Term with PG&E’s Outage Protocol and Notifications specified in Appendix III.
Seller’s Continuing Obligations. Upon request of Buyer, Seller shall, from time to time after the Closing, duly execute, acknowledge and deliver all such further assignments, conveyances and other instruments of transfer and other assurances and documents, and shall take such other action consistent with any terms of this Agreement, as reasonably may be requested by Buyer for the purpose of better assigning, transferring, granting, conveying or confirming to Buyer, or reducing to possession any and all of the property to be conveyed and transferred pursuant to this Agreement. Seller further agrees at the request of Buyer to use its best efforts to prosecute or otherwise enforce in its own name for the benefit of Buyer, but solely at Buyer's expense unless such prosecution or enforcement is necessitated by default of Seller hereunder, any claims or rights which, or the benefits of which, are transferred to Buyer pursuant to this Agreement and which are required to be prosecuted or o therwise enforced in Seller's name.
