The Buyer will Sample Clauses
POPULAR SAMPLE Copied 1 times
The Buyer will. (a) not register, or permit to be registered, any security interest in the Goods without the prior written consent of the Seller;
(b) at its own cost, do anything which the Buyer considers reasonably necessary to ensure that the Seller’s security interest attaches to the Goods, is enforceable, perfected and otherwise effective and has the priority required by the Seller;
(c) perform any of its obligations under the PPSA, and enable the Seller to exercise or enforce any of its rights in relation to its security interest and/or proceeds resulting from the Goods;
(d) give the Seller not less than fifteen (15) days written notice of any proposed change in the Buyer’s name or any other changes in the Buyer’s details (including changes in the Buyer’s address, facsimile number, email address, trading name or business practice); and
(e) be responsible for costs incurred by the Seller (including actual legal fees and disbursements on a solicitor and client basis) in obtaining an order pursuant to section 167 of the PPSA.
The Buyer will. (i) cause the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents and employees to be named as additional insured under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risk and Allied Perils coverage of the scope covered by AVN 52E (or any then-current equivalent form), and
(ii) with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents, employees and insurers.
The Buyer will. 16.2.1 give notice to the Seller of any agreement to sell and any transfer of the Property (or any part of it) to which the Buyer is a party, within one (1) week after the date of the agreement or transfer; and
16.2.2 obtain a covenant from the Buyer's transferee with the Seller in the same terms as this clause.
The Buyer will. (a) maintain adequate internal controls over all transactions in relation to this Agreement, or made on behalf of the Seller;
(b) properly record all transactions in relation to this Agreement or made on behalf of the Seller; and
(c) maintain accurate books and records in relation to each transaction for a period of no less than seven (7) years from the date of such transaction.
The Buyer will. (i) deliver the various certificates, instruments, and documents referred to in Section 7.2(d) hereof; Table of Contents
(ii) pay the Cash Payment and the Inventory Payment by wire transfer to the Seller (or its designee);
(iii) pay the Escrow Funds by wire transfer to the Escrow Agent;
(iv) execute and deliver the Transition Services Agreement;
(v) execute and deliver a Terminal Capacity Lease Agreement with El Paso Merchant Energy - Petroleum Company in the form of Exhibit 2.4(a)(v) hereto;
(vi) execute and deliver a Lease Agreement – Terminal Properties with Coastal Unilube, Inc. in the form of Exhibit 2.4(a)(vi) hereto;
(vii) execute and deliver a Terminal Capacity Lease Agreement with El Paso Merchant Energy – Petroleum Company in the form of Exhibit 2.4(a)(vii) hereto;
(viii) execute and deliver the Escrow Agreement; and
(ix) execute and deliver such other documents and instruments as reasonably necessary to consummate the transactions contemplated herein.