Seller's Rights and Responsibilities Sample Clauses

Seller's Rights and Responsibilities a. Seller shall be entitled to received, from Buyer: full payment for all milestones completed on or prior to the effective date of such termination;
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Seller's Rights and Responsibilities. Sellers shall have the right and obligation to timely prepare and file, and cause to be timely prepared and filed, when due: (i) any Income Tax Return that is required to include the operations, ownership, assets or activities of any Company or Included Entity for any period ending on or prior to the Closing Date, including, without limitation, (x) all final returns of any of the Companies or Included Entities which are S Corporations or partnerships for the periods beginning on the first day of the 1998 fiscal year through and including the Closing Date, and (y) all returns related to the deemed asset sale and deemed liquidation of Meridian under Treasury Regulation ss.1.338(h)(10)-1(e)(1), (2); and (ii) all Tax Returns for transfer taxes to be paid by Sellers pursuant to the terms hereof.
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Seller's Rights and Responsibilities. The Seller shall have the ------------------------------------ right and obligation to timely prepare and file, or cause to be timely prepared and filed, when due, (A) all Tax Returns that report U.S. Income Taxes imposed on or with respect to the Company and its Consolidated Affiliates for any Pre-Closing Period (except that, with respect to Straddle Period Tax Returns, the Seller shall have the right and obligation to prepare and file only those Straddle Period Tax Returns with respect to Tax Periods for which a consolidated, unitary or combined Tax Return for U.S. Income Taxes of Seller includes the operations of any of the Company and its Consolidated Affiliates); and (B) any Tax Return other than those described in clause (A) of this (S) 10(d)(i) the due date of which (including all proper extensions thereof) is on or before the Closing Date.
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Seller's Rights and Responsibilities. Seller agrees to undertake any Remediation relating to any Pre-Closing Environmental Condition that is required by any Governmental Authority with jurisdiction over the Project, the Project Site and/or the Additional Real Property under Environmental Laws, and to continue such Remediation until Completion. “
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Related to Seller's Rights and Responsibilities

  • Roles and Responsibilities 1. The Donor States shall make funds available in support of eligible programmes proposed by the Beneficiary State and agreed on by the Financial Mechanism Committee within the priority sectors listed in Article 3.1 of Protocol 38c and the programme areas listed in the Annex to Protocol 38c. The Donor States and the Beneficiary State shall cooperate on the preparation of concept notes defining the scope and planned results for each programme.

  • Rights and Responsibilities of Escrow Agent The acceptance by the Escrow Agent of its duties hereunder is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall govern and control the Escrow Agent's rights, duties, liabilities and immunities.

  • Role and Responsibilities During the Employment Period, the Executive shall serve as Chief Financial Officer of the Company, and shall perform such employment duties as are usual and customary for such position. The Executive shall report directly to the Chief Executive Officer of the Company (the “CEO”). At the Company’s request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other capacities in addition to the foregoing, consistent with the Executive’s position hereunder. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive’s compensation shall not be increased beyond that specified in Section 2(b) hereof. In addition, in the event the Executive’s service in one or more of such additional capacities is terminated, the Executive’s compensation, as specified in Section 2(b) hereof, shall not be diminished or reduced in any manner as a result of such termination provided that the Executive otherwise remains employed under the terms of this Agreement.

  • Position and Responsibilities During the term of Executive’s employment hereunder, Executive agrees to serve as an Executive Vice President of the Bank. Executive shall perform administrative and management services for the Bank which are customarily performed by persons in a similar executive officer capacity. During said period, Executive also agrees to serve as an officer and director of any subsidiary of the Bank or the Company, if elected.

  • Powers and Responsibilities The powers and responsibilities of the Partner Performance Committee and its Chairman individually shall be limited to those powers and responsibilities set forth expressly elsewhere in this Agreement (including, without limitation, in Sections 4.1, 4.3 and 8.3); provided, however, that the General Partner may delegate in writing such further power and responsibilities to the Partner Performance Committee or its Chairman as it shall deem necessary, advisable or appropriate in its sole and absolute discretion from time to time, which delegation may be set forth in this Agreement, as an amendment hereto (which shall not require the vote or approval of any Limited Partner) or a resolution duly adopted by the General Partner.

  • Title and Responsibilities Executive shall serve as Chief Medical Officer of the Company, which title may be changed at any time in the sole discretion of the Company. Executive’s responsibilities and duties shall include those inherent in Executive’s position with the Company and shall further include such other managerial responsibilities and executive duties consistent with such position as may be assigned to Executive from time to time by the Chief Executive Officer of the Company, and as applicable, the executive officer to whom Executive reports. Executive shall devote Executive’s best efforts and full business time to the business and interests of the Company. During the term of Executive’s employment with the Company, Executive may serve on the board of directors of other companies, manage personal investments, and engage in civic and charitable activities, provided that such activities shall not represent a conflict of interest with the Company and do not materially detract from fulfilling Executive’s responsibilities and duties to the Company.

  • Rights, Duties and Responsibilities of Escrow Agent It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:

  • Position, Duties and Responsibilities During the Term of Employment, Executive shall be employed and serve as the Chief Executive Officer of the Company, reporting directly to the Board, and having such duties and responsibilities commensurate with such position. Executive also agrees to serve as an officer and/or director of any member of the Company Group, in each case, without additional compensation, and, without limiting the foregoing, will serve as a member of the Board at all times Executive serves as the Company’s Chief Executive Officer.

  • Responsibilities 1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Funds held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(1) of the Rule; (b) determine that the Funds’ foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Funds’ assets based on the standards specified in paragraph (c)(1) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Funds as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Funds with a particular Eligible Foreign Custodian pursuant to paragraph (c)(1) of the Rule and the performance of the contract governing such arrangement; and (e) advise the Funds whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule.

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