Seller’s Obligations. A. At Completion the Seller shall deliver (or procure to be delivered) to the Purchaser (where appropriate as agent for the Company):
5.3.1 a duly executed transfer of the Shares;
5.3.2 a copy of the Board Resolution or Minutes (certified by an officer as true and correct) authorising the execution by the Seller of this Agreement and the performance of its obligations hereunder;
5.3.3 the Accounts and the Management Accounts;
5.3.4 a complete list of all creditors, debts, obligations and liabilities (including accrued debts, obligations and liabilities) detailing amounts due and terms of payment (the “Assumed Debts”) (which for the avoidance of doubts shall exclude any invoices from the Seller other than those payable under Clause 5.4.4);
5.3.5 letters of resignation in the agreed form from such of the directors and the secretaries of the Company as the Purchaser shall direct;
5.3.6 all charge, credit or cash cards for the use of any of the resigning directors issued in the name of, or guaranteed by the Company;
5.3.7 the Disclosure Letter
5.3.8 an executed deed of Novation between Chroma Therapeutics Limited (1), the Seller (2), the Company (3), and the Purchaser (4) agreeing to novate the existing licence between Chroma Therapeutics Limited and the Seller directly to the Purchaser ;
5.3.9 a Consultancy Agreement entered into by the Seller and the Purchaser; and
5.3.10 a letter of comfort from the NOMAD of the Seller.
B. Except as otherwise provided in Clause 5.4.3, the Seller shall retain responsibility for, and indemnify the Company against, any claim for payment of the Assumed Debts listed in accordance with Clause 5.3.4.
C. The Purchaser may deduct any Assumed Debts not settled, cancelled or cleared within 80 days after the date of Completion (except as provided in Clause 5.4.3) from the next tranche of Consideration payable under Clause 4.1.
Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Pur...
Seller’s Obligations. At Closing, Seller shall deliver or cause to be delivered to Buyer the following:
Seller’s Obligations. Seller's obligation to close the Transaction is conditioned on all of the following, any or all of which may be waived by Seller by an express written waiver, at its sole option:
Seller’s Obligations. Prior to the CP Satisfaction Date, Seller shall (i) use commercially reasonable efforts to pursue satisfaction of the Conditions Precedent set forth in Sections [___], (ii) diligently pursue development of the Project in accordance with Section 3.9, (iii) comply with Section 3.9(b) in achieving the applicable Milestones that have due dates occurring prior to the CP Satisfaction Date, reporting completion of such Milestones, and delivering Remedial Action Plans in respect of missed Milestones as more fully described therein, (iv) deliver the Quarterly Progress Report in accordance with Section 3.9(a), and (v) otherwise comply with its obligations, covenants, representations, and warranties under Articles 7-13. Upon an Event of Default of Seller prior to the CPUC Approval Date, Buyer may terminate this Agreement in which case Seller shall owe Buyer liquidated damages in the amount of the CPUC Approval Security. Upon an Event of Default of Seller on or after the CPUC Approval Date but prior to the CP Satisfaction Date, Buyer may terminate this Agreement in which case Seller shall owe Buyer liquidated damages in the amount of the Development Period Security. Buyer may retain such Performance Assurances to pay such liquidated damages. Each Party agrees and acknowledges that (a) the actual damages that Buyer would incur due to an Event of Default of Seller prior to the CP Satisfaction Date would be difficult or impossible to predict with certainty, (b) the liquidated damages set forth in this section are a reasonable and appropriate approximation of such damages, and (c) the liquidated damages set forth in this section are the exclusive remedy for an Event of Default of Seller prior to the CP Satisfaction Date.
Seller’s Obligations. If the System is damaged or destroyed other than by Purchaser’s gross negligence or willful misconduct, Seller shall promptly repair and restore the System to its pre- existing condition; provided, however, that if more than fifty percent (50%) of the System is destroyed during the last five (5) years of the Initial Term or during any Additional Term, Seller shall not be required to restore the System, but may instead terminate this Agreement, unless Purchaser agrees (i) to pay for the cost of such restoration of the System or (ii) to purchase the System “AS-IS” at the greater of (A) then current fair market value of the System and (B) the sum of the amounts described in Section 13.b(3)A)(i) (using the date of purchase to determine the appropriate Contract Year) and Section 13.b(3)A)(iii).
Seller’s Obligations. Seller shall have provided Buyer with Notice of the expected occurrence of the Initial Delivery Date no later than thirty days prior to the Initial Delivery Date, and again immediately prior to the date it occurs.
(i) At Seller’s expense, Seller shall construct or cause to be constructed the Facility, which shall include the equipment and characteristics as described in Appendix II, and which can reasonably be expected to enable Seller to satisfy the obligations of the Seller herein.
(ii) At Seller’s expense, Seller shall construct or cause to be constructed the Electrical Interconnection Facilities such that the Electrical Interconnection Facilities are capable of delivering the Maximum Contract Capacity to and at the Electrical Delivery Point during each month of the Delivery Term (in addition to any other output of the Facility as the Electric Interconnection Facilities are required to transmit) and shall cause them to be placed into service, in each case, in accordance with the requirements of the interconnecting transmission owner and/or operator, and applicable rules, if any, of FERC, Transmission Provider, WECC and any other organization charged with reliability responsibilities or Governmental Authority.
(iii) At Seller’s expense, Seller shall cause any and all Transmission Upgrades required to enable the grid to accept delivery of the Maximum Contract Capacity (in addition to any other output of the Facility) at all times during each month of the Delivery Term, to be constructed and placed into service, including, to the extent necessary, by funding the Transmission Upgrades. As required in Sections 3.1(b) and 3.4(c), Seller’s interconnection, and/or transmission arrangements shall provide for Full Capacity Deliverability Status as of Initial Delivery Date and throughout the Delivery Term.
(iv) At Seller’s expense, Seller shall construct or cause to be constructed the Fuel Handling Facilities, [including the Gas Interconnection Facilities] as necessary to deliver [Gas to and at the Gas Delivery Point] in quantities [and at pressures] that enable the Units to generate Energy utilizing the Maximum Contract Capacity at all times during each month of the Delivery Term (in addition to such other quantities of Fuel as the Fuel Handling Facilities are required to deliver to the Facility), and shall cause them to be placed into service. [For Gas fired facilities, include bracketed language. For other fossil-fuel fired facilities, substitute “Fuel” for the...
Seller’s Obligations. As of the Close of Escrow, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement.
Seller’s Obligations. (a) Seller shall, and shall cause each of the PDRs in the DRAM Resource and corresponding DRPs and SCs to, comply with all applicable CAISO Tariff provisions, CPUC Decisions and all other Applicable Laws, including the Bidding of the DRAM Resource into the applicable CAISO Markets during the Availability Assessment Hours as required by the CAISO Tariff.
(b) Seller shall or shall cause Seller’s DRP to execute Xxxxx’s Demand Response Provider Service Agreement in accordance with Rule 24.
(c) Seller shall not include any Customer premises or resource in a PDR in the DRAM Resource that is concurrently enrolled in or otherwise concurrently committed to any other demand response program offered, maintained, or funded by Buyer (e.g., without limitation, behind-the-meter storage products in the Energy Storage RFO), or that is registered with CAISO as a part of any other demand response resource or Distributed Energy Resource Aggregation, other than as provided under this Agreement.
(d) Seller shall not change or modify the customer composition of the DRAM Resource, including without limitation moving a DRAM Resource Customer service account in or out of any PDR of the DRAM Resource, during any Showing Month except under the following circumstances:
(i) Seller may add a newly recruited service account to a PDR in the DRAM Resource if that service account is not part of a PDR that is already included in a Supply Plan submitted by Seller to Buyer or any other LSE for the same Showing Month.
(ii) Seller may remove a service account from a PDR in the DRAM Resource.
(iii) If as a result of the changes in Sections 3.4(d)(i) and 3.4(d)(ii) a PDR in the DRAM Resource becomes large enough to trigger the CAISO’s above 10 MW telemetry requirement, Seller may split the affected PDR into two or more smaller resources as necessary to comply with CAISO requirements.
(iv) If as a result of the changes in Sections 3.4(d)(i) and 3.4(d)(ii) a PDR in the DRAM Resource becomes small enough to drop below the 100 kW minimum PDR size requirement, Seller may combine the affected PDR with other resources as necessary to comply with CAISO requirements.
(v) If a service account has moved to a new LSE (e.g., to or from a community choice aggregator), and if the CAISO Tariff requires PDRs to consist of service accounts that are customers of the same LSE, then Seller may add or remove the affected service accounts as necessary to comply with CAISO requirements.
Seller’s Obligations. The provisions of this Section 5 shall not relieve Seller from its obligations to pay the Repurchase Price on the applicable Repurchase Date and to satisfy any other payment obligation of Seller hereunder or under any other Transaction Document.
