ASSIGNMENT OF THE INTERESTS TO BUYER SHALL CONSTITUTE AN EXPRESS ASSUMPTION BY BUYER OF, AND BUYER Sample Clauses

ASSIGNMENT OF THE INTERESTS TO BUYER SHALL CONSTITUTE AN EXPRESS ASSUMPTION BY BUYER OF, AND BUYER. EXPRESSLY AGREES TO PAY, PERFORM, FULFILL AND DISCHARGE ALL CLAIMS, COSTS, EXPENSES, LIABILITIES AND OBLIGATIONS THAT MEET BOTH OF THE FOLLOWING REQUIREMENTS: (I) THEY ACCRUE OR RELATE TO THE OWNING, DEVELOPING, EXPLORING, OPERATING AND MAINTAINING OF THE INTERESTS CONVEYED TO BUYER AT THE CLOSING AND (II) THEY RELATE TO PERIODS FROM AND AFTER THE EFFECTIVE TIME (INCLUDING, WITHOUT LIMITATION, THOSE FOR ENVIRONMENTAL DAMAGE, PAYMENT OF ROYALTIES AND OVERRIDING ROYALTIES AND ALL OBLIGATIONS ARISING UNDER THE CONTRACTS) OR, AS TO ENVIRONMENTAL DAMAGE, THEY RELATE TO PERIODS PRIOR TO THE EFFECTIVE TIME FOLLOWING THE EXPIRATION OF SELLER'S OBLIGATION FOR SUCH PERIODS PURSUANT TO SECTION 9.4(A).
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Related to ASSIGNMENT OF THE INTERESTS TO BUYER SHALL CONSTITUTE AN EXPRESS ASSUMPTION BY BUYER OF, AND BUYER

  • Acquisition by Seller The Asset was acquired by Seller in March 2021.

  • Closing Deliveries by Seller At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller:

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article XII or in connection with the acquisition, disposition or substitution of any Asset shall be conducted on an arm’s length basis and, if effected with an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate of the Collateral Manager; provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security (other than a Substitute Collateral Obligation) to the Collateral Manager, an Affiliate of the Collateral Manager or an Affiliate of the Issuer shall be at a purchase price at least equal to the current Fair Market Value of such Collateral Obligation or Equity Security and certified by the Collateral Manager to the Trustee.

  • Closing Deliveries of Buyer At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following:

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Covenants of Buyer Prior to Closing Date Between the date of this Agreement and the Closing Date, Buyer will use its Best Efforts to cause the conditions in Section 8 to be satisfied.

  • Conditions Precedent to the Obligation of Buyer to Close Buyer’s obligation to close pursuant to the terms of this Agreement is subject to the satisfaction, on or prior to the Closing, of each of the following conditions, unless waived by Buyer in writing:

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