Acquiror’s Obligations Sample Clauses

Acquiror’s Obligations. The Acquiror shall have performed all obligations of the Acquiror hereunder which are to be performed prior to Closing, and shall have delivered or caused to be delivered to the Contributor, all of the documents and other information required of the Acquiror pursuant to Section 4.3.
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Acquiror’s Obligations. The Acquiror's obligations hereunder are subject to the satisfaction of each of the following conditions precedent and the compliance by the Contributor with each of the following covenants, each of which may be waived by the Acquiror, in its sole discretion:
Sample 1Sample 2Sample 3See All (7)
Acquiror’s Obligations. From the date of this Agreement to the ---------------------- first anniversary of the Closing Date, except as provided in Section 8.10 or as ------------ mutually agreed in writing by Seller and Acquiror, Acquiror shall not, and shall cause its Affiliates not to, solicit or encourage any employee of Seller or any of its Affiliates to leave the employ of Seller or any of its Affiliates; provided that nothing contained herein shall prevent or restrict Acquiror or any -------- of its Affiliates from employing any individual who responds to a general solicitation for employment made by or on behalf of Acquiror or any of its Affiliates, or any individual who, after the Closing, initiates contact with Acquiror or any of its Affiliates for purposes of seeking employment.
Sample 1
Acquiror’s Obligations. Except as otherwise provided in Section 6.9(b), from and after the Closing Date, Acquiror and the Companies shall be solely responsible for the payment or discharge of all taxes imposed on the Companies, Alcomat, Allied Concrete and any of their Subsidiaries for (i) all periods ending after the Closing Date and (ii) any costs or expenses with respect to taxes indemnified hereunder. Acquiror shall indemnify, defend and hold the Seller Indemnified Parties harmless from any and all taxes that are Acquiror’s responsibility pursuant to the immediately preceding sentence. Any indemnity payment required to be made by Acquiror pursuant to this Section 6.9(c) shall be made within 30 days after Acquiror’s receipt of written notice from the Sellers.
Sample 1
Acquiror’s Obligations. On the Closing Date, Acquiror shall deliver to the Company and/or the Shareholders each of the following in form and substance reasonably satisfactory to them:
Sample 1
Acquiror’s Obligations. Notwithstanding anything to the contrary contained herein, Acquiror shall have no obligation to purchase any Company Units from any Seller, or any of the Company Interests represented thereby, unless all of the Sellers comply with their obligations to sell, convey, transfer, assign and deliver to Acquiror all of the Company Units (and Company Interests) at the Closing pursuant to this Section 1.2.
Sample 1
Acquiror’s Obligations. Acquiror shall have performed all of its obligations hereunder which are to be performed prior to Closing, including without limitation delivery of all of the items set forth in Section 5.3.
Sample 1
AutoNDA by SimpleDocs

Related to Acquiror’s Obligations

  • Vendor’s Obligations Vendor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Vendor will stop work to the extent specified. Vendor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Vendor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The MTC or designee may direct Vendor to assign Vendor’s right, title, and interest under terminated orders or subcontracts to the MTC. Vendor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

  • Licensor’s Obligations 4.5.1. Xxxxx the Licensee the right to use the intellectual property (the Service) as in the Agreement. Ensure 24/7 availability of the Service, apart from preventive maintenance time.

  • Contractor’s Obligations The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations.

  • City’s Obligations 1. The City will disclose those parts of records the Contractor has marked as “proprietary” information only to authorized persons unless:

  • Processor’s Obligations Except where expressly permitted by Article 28 (3)(a) GDPR, Processor shall process data subjects’ Data only within the scope of the Agreement and the instructions issued by Controller. Where Processor believes that an instruction would be in breach of applicable law, Processor shall notify Controller of such belief without undue delay. Processor shall be entitled to suspend performance on such instruction until Controller confirms or modifies such instruction. Processor shall, within Processor’s scope of responsibility, organize Processor’s internal organization so it satisfies the specific requirements of data protection. Processor shall implement technical and organizational measures to ensure the adequate protection of Controller’s Data, which measures shall fulfil the requirements of the GDPR and specifically its Article 32. Processor shall implement technical and organizational measures and safeguards that ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services and shall implement a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. Controller is familiar with these technical and organizational measures, and it shall be Controller’s responsibility that such measures ensure a level of security appropriate to the risk. The parties agree to refer to the existing certification of Processor by Kiwa International Cert GmbH in accordance with DIN ISO/IEC 27001:2015 which is considered sufficient evidence for these purposes by Controller and which is available on the website of Processor (xxx.xxxxxxx.xxx). Processor reserves the right to modify the measures and safeguards implemented, provided, however, that that the level of security shall not be less protective than initially agreed upon. Processor shall support Controller, insofar as is agreed upon by the parties, and where possible for Processor, in fulfilling data subjects’ requests and claims, as detailed in chapter III of the GDPR and in fulfilling the obligations enumerated in Articles 33 to 36 GDPR. Processor shall ensure that all employees involved in Contract Processing of Controller’s Data and other such persons as may be involved in Contract Processing within Processor’s scope of responsibility shall only do so within the scope of the instructions. Furthermore, Processor shall ensure that any person entitled to process Data on behalf of Controller has undertaken a commitment to confidentiality under terms similar to the confidentiality terms of the Agreement. All such confidentiality obligations shall survive the termination or expiration of such Contract Processing. Processor shall notify Controller without undue delay if Processor becomes aware of any Data breaches within Processor’s scope of responsibility. Processor shall implement the measures necessary for securing Data and for mitigating potential negative consequences for the data subject; the Processor shall coordinate such efforts with Controller without undue delay. Processor shall notify to Controller the point of contact for any issues related to data protection arising out of or in connection with the Agreement. The Exhibit provides for a list of the initially designated persons. Processor shall correct or erase Data if so instructed by Controller and where covered by the scope of the instructions permissible. Where an erasure, consistent with data protection requirements, or a corresponding restriction of processing is impossible, Processor shall, based on Controller’s instructions, and unless agreed upon differently in the Agreement, destroy, in compliance with data protection requirements, all carrier media and other material or return the same to Controller. In specific cases designated by Controller, such Data shall be stored or handed over. The associated cost for doing so and protective measures to put in place shall be agreed upon separately, unless already agreed upon in the Agreement. Processor shall, upon termination of Contract Processing and upon Controller’s instruction, return all Data, carrier media and other materials to Controller or delete the same. Where a data subject asserts any claims against Controller in accordance with Article 82 of the GDPR, Processor shall support Controller in defending against such claims, where possible at Controller’s cost as set out in Section 6 para. 3. § 4Controller’s Obligations Controller shall notify Processor without undue delay, and comprehensively, of any defect or irregularity with regard to provisions on data protection detected by Controller in the results of Processor’s work.

  • HIRER’S OBLIGATIONS a) The Hirer acknowledges having received the Vehicle in a clean condition, with a full fuel tank and full bottle of gas (if applicable). The Hirer will return the Vehicle in a clean condition with a full fuel tank and a full bottle of gas (if applicable, and subject to any pre-purchase fuel and/or pre- purchase gas option being taken), on the Return Date at the time and at the Return Point set out in the Rental Agreement.

  • Developer’s Obligations (a) Upon the expiry of the Agreement Period by efflux of time and in the normal course, the Developer shall on the Expiry Date, hand back vacant and peaceful possession of Project Site and the Project Facilities to the Authority free of cost and in good operable condition.

  • Authority’s Obligations A2.1 Save as otherwise expressly provided, the obligations of the Authority under the Contract are obligations of the Authority in its capacity as a contracting counterparty and nothing in the Contract shall operate as an obligation upon, or in any other way xxxxxx or constrain the Authority in any other capacity, nor shall the exercise by the Authority of its duties and powers in any other capacity lead to any liability under the Contract (howsoever arising) on the part of the Authority to the Contractor.

  • Lessor's Obligations Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention of the Parties that the terms of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease.

  • Conditions of Investor’s Obligations at Closing The obligations of the Investor under subsection 1.1(c) of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against the Investor if it does not consent thereto:

Time is Money Join Law Insider Premium to draft better contracts faster.