The Buyer’s Obligations. In his use of the goods, including resale, The Buyer shall prudently use/market such goods and to the extent possible take such measures (including the issuing of instructions and warnings to joint contractors and subsequent levels of distribution) which can safeguard the Buyer as well as PNE from incurring product liability. With respect to the provisions on product liability towards third parties referred to above, the Buyer’s violation of this provision shall be deemed to constitute an act for which he incurs liability on an equal footing with any other negligence on the part of the Buyer.
The Buyer’s Obligations. Where applicable Law or rules provide for the transfer of employment of any Employee (except the UK Transferring Employees) upon a sale of the Business, the Buyer and the Sellers shall take or cause to be taken such actions as are required under applicable Law to accomplish such transfer of employment of such Employee as a matter of law as of the Effective Time. The Buyer or one of its Affiliates shall employ each Employee on terms comparable to those offered by the Sellers or their Affiliates to such Employee immediately prior to the Effective Time and, as and to the extent required by Law, shall maintain terms and conditions of employment which replicate those provided by the Sellers or their Affiliates immediately prior to the Effective Time. Where applicable Law or rules do not provide for the transfer of employment of any Employee upon a sale of the Business to the Buyer or any of its Affiliates, the Buyer shall, or shall cause one of its Affiliates to, make offers of employment in accordance with the provisions of this ARTICLE V, to be effective as of the Closing, to all such Employees, in accordance with the provisions of this ARTICLE V, at least fifteen (15) days prior to the Closing Date (or such longer period required by applicable Law, collective bargaining agreement, trade union agreement or works council agreement), to be effective as of the Closing. Except as otherwise provided in this ARTICLE V, each offer of employment by the Buyer or its Affiliate to each such Employee shall in each case provide for aggregate compensation that is comparable to that aggregate compensation provided to such Employee immediately prior to the Closing Date and will not trigger any severance with respect to such Employee. For a period of not less than one year following the Effective Time, the Buyer shall not modify the salary or benefits of any Transferred Employee in any manner that will materially and adversely affect the aggregate value of the compensation and benefits with respect to such Transferred Employee.
The Buyer’s Obligations. The obligations of the Buyer to ----------------------- purchase the Shares from the Sellers is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following additional conditions:
(i) The representations and warranties of the Sellers made in this Agreement shall be true and correct in all material respects, as of the date hereof and as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date). The Sellers shall have duly performed, complied with and satisfied in all material respects all covenants, agreements and conditions required by this Agreement to be performed, complied with or satisfied by the Sellers by the time of the Closing. Each Seller shall have delivered to the Parent and the Buyer a certificate dated the Closing Date and signed by such Seller confirming the foregoing.
(ii) Except as caused solely by any change in the relevant market conditions and prospects and for those matters set forth on Schedule 3(h) hereto, for which the Parent and the Buyer shall assume all risk, there shall have been no material adverse change since June 30, 1997 in the financial condition, business or affairs of the Company and its Subsidiaries taken as a whole; and the Company and its Subsidiaries taken as whole shall not have suffered any material loss (whether or not insured) by reason of physical damage caused by fire, earthquake, accident or other calamity which substantially affects the value of its assets, properties or business the insurance proceeds related to which are not, in the reasonable opinion of the Parent and the Buyer, adequate to repair such damage and compensate for any lost business related thereto. The Buyer shall have received a certificate of the Sellers dated the Closing Date that the statements set forth in this Section 8(c)(ii) are true and correct.
(iii) No Seller shall have defaulted in its obligation to sell or deliver such Seller's Shares to the Buyer.
(iv) The Company shall have waived its rights under Article Eight of the Company's Certificate of Incorporation prior to the Closing.
(v) On or prior to the Closing, the Sellers (at their sole cost and expense) shall provide to the Buyer (A) a standard ALTA fee owner's title insurance policies (the "Title Policies") insuring title to e...
The Buyer’s Obligations. 2.1 The Buyer will, or will procure that its solicitors will, deliver the following documents to the Sellers:
(a) a copy of the Deed of Termination, duly executed by the Buyer;
(b) a copy of the Loan Note Instrument, duly executed by the Buyer;
(c) a copy of the loan note certificates in the Sellers' names for such Initial Loan Notes, duly executed by the Buyer; and
(d) a copy of the deed of release in respect of charge in favour of Barclays Bank plc in the agreed form.
2.2 The Buyer shall pay the Initial Cash Purchase Price less the DLA Amount (as defined below) in accordance with clause 9.
2.3 Xxxxxxx Moseowicz irrevocably authorises and instructs the Buyer to retain from his proportion of the Initial Cash Purchase Price payable to him pursuant to clauses 5.1(a) and 9, the sum of £80,000 (DLA Amount) and directs that such sum is paid to the Company in full and final settlement of the outstanding debt of £80,000 owed by Xxxxxxx Moseowicz to the Company.
2.4 The Buyer shall issue the Initial Loan Notes to the Sellers in accordance with 5.1(b).
The Buyer’s Obligations. B1 Payment of the price B2
The Buyer’s Obligations. The Buyer shall be obliged to perform all such acts as may reasonably be expected in order to enable Aluflam to deliver the goods or services in accordance with the agreement. In addition, the Buyer shall be obliged to arrange for the collection of the goods forthwith, just as the Buyer shall notify Aluflam of the collection method to be used in good time before the agreed time of delivery. Upon delivery, the Buyer shall check the goods or services in accordance with commercial custom. Such check shall be performed again immediately prior to the time when four (4) years have elapsed since delivery. All demonstrable defects in the goods or services as well as any deviations from the order confirmation shall be noted and Aluflam shall immediately be notified thereof in writing.
The Buyer’s Obligations. At the Closing, the Buyer shall deliver or cause to be delivered the following, in such form as counsel for the Sellers may reasonably request:
(a) certified copies of the resolutions of the Board of Directors and, if necessary, shareholders of Buyer approving the execution, delivery and performance of this Agreement;
(b) a certificate of an officer of Buyer that, to the best of his or her knowledge and except as he or she may therein specify, the warranties and representations of the Buyer set forth in this Agreement are true and correct in all material respects as of the Closing Date;
(c) evidence of one or more bank wire transfers in immediately available funds to the accounts designated by Sellers of the specific amounts that the Buyer is required to pay at Closing pursuant to Section 3.1 and 8.10 hereof;
(d) a duly executed Assumption Agreement; and
(e) a duly executed Patent License-Back Agreement.
The Buyer’s Obligations. 3.1. To provide the requisition, stating the sort of fuel.
3.2. Strictly within the terms of this Contract, the Buyer is to pay for the fuel delivered by the Provider.
3.3. To take on the fuel within the terms prescribed by this Contract.
The Buyer’s Obligations a. The Buyer shall provide training in crop production and post harvest handling to the Farmer during the contracted period;
b. The Buyer shall provide on a per Crop basis planting material for the production of Green Hot Peppers;
c. The Buyer shall provide all technical support required by the Farmer during the contracted period;
d. Prior to the start of cultivation, the Buyer shall provide to the Farmer all specifications for cultivation of the Crop; and
e. The Buyer guarantees to purchase all produce of a marketable quality as per quality, quantity and price as specified in the attached Appendix ‘A” .
The Buyer’s Obligations. The Stockholder and the Acquired Company shall have no obligation to pay any brokerage, finders or similar fee or other compensation to any person, firm or corporation dealt with by the Buyer, and the Buyer shall indemnify and save the Stockholder and the Acquired Company harmless from any liability, damage, cost or expense arising from any breach of this Article XIII by the Buyer.
