Common use of Buyer's Obligation Clause in Contracts

Buyer's Obligation. Subject to the further provisions of this Paragraph, Buyer assumes full responsibility for any liability arising out of the receipt, unloading, discharge, storage, handling, use and disposal of any Ethylene purchased hereunder, including the use of such Ethylene alone or in combination with other substances and compliance or non-compliance with any law or regulations relating thereto. Buyer agrees to indemnify, protect, defend and hold Seller and/or any of its Affiliates, agents, officers, directors, employees and representatives (the "Seller Group") harmless from and against any and all claims, actions, liability, loss, cost and expense (including reasonable attorney's fees) for damages to any private or public property or resources, personal injury or death, fines or penalties ("Loss"), made against or incurred by Seller Group relating to Ethylene sold or the performance of either party hereunder, or by the agents, servants, employees or contractors of either party, where such Loss was caused by acts or omissions that occurred at the time of or subsequent to the delivery of Ethylene to the Buyer hereunder, or arose in any way out of violations of any federal, state or local statute or governmental rule or regulation by Buyer or its agents, servants, employees or contractors. IT IS THE EXPRESS INTENTION OF THE PARTIES THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL REQUIRE BUYER TO DEFEND, HOLD HARMLESS AND INDEMNIFY THE SELLER GROUP AS PROVIDED ABOVE EXCEPT TO THE PROPORTIONATE EXTENT THAT THE ACTIONABLE NEGLIGENCE OF THE SELLER GROUP IS THE SOLE OR A CONCURRING CAUSE OF THE LOSS ALLEGED. FOR APPLICATION OF THE PROVISIONS OF THIS PARAGRAPH, THE EXTENT OF ANY SUCH NEGLIGENCE OF SELLER GROUP SHALL BE DETERMINED EXCLUSIVELY IN A SEPARATE ARBITRATION PROCEEDING REQUESTED BY BUYER AND IN ACCORDANCE WITH MUTUALLY AGREED ARBITRATOR(S), RULES AND VENUE IN ACCORDANCE WITH THE PROVISIONS OF EXHIBIT C, HEREOF. SUCH ARBITRATION AND THE RESULTING ALLOCATION OF NEGLIGENCE TO SELLER GROUP WILL TAKE PLACE AFTER BUYER HAS DEFENDED SELLER GROUP AGAINST AND FINALLY RESOLVED SUCH THIRD PARTY CLAIMS BY JUDGMENT OR SETTLEMENT.

Buyer's Obligation. Subject If Mortgagee is unable to convey by the Closing date, Mortgagee, at its option, may automatically extend the Closing Date for up to two (2) consecutive periods of fifteen (15) business days each, by providing written notice to the further purchaser. In the event the Mortgagee for any reason cannot convey title to the Property as stipulated, the deposit, and if applicable, the balance of the purchase price, shall be refunded and all rights hereunder shall cease, and the Buyer shall have no recourse against the Mortgagee, or its employees, agents and representatives, whether at law or in equity; provided, however, that Buyer shall have the election to accept such title as the Mortgagee can deliver to the Property in its then condition and to pay therefore the purchase price without deduction, in which event the Mortgagee shall convey such title. In the event of such election by Xxxxx, the Mortgagee shall have no duty or obligation to remove any cloud or defect in title. The Mortgagee reserves the right to cancel this Memorandum in the event that (a) it is stayed from consummating the sale by virtue of the automatic stay provisions of the Bankruptcy Code or such other Bankruptcy court order; (b) a court approves a memorandum of lis pendens against the Property; (c) the Mortgagee is enjoined from conveying the Property to Buyer for any reason; or (d) as a result of claims asserted by third parties against the Mortgagee or against the Property the Mortgagee determines that it is not in the best interest of the Mortgagee and/or the mortgagor(s) to convey the Property to Buyer. In the event of such cancellation by the Mortgagee, the deposit, and, if applicable, the balance of the purchase price, shall be refunded and all rights hereunder shall cease, and the Buyer shall have no recourse against the Mortgagee, its employees, agents, attorneys or representatives, whether at law or in equity. The Buyer shall pay the cost of all documentary recording stamps. No personal property of any nature is included in this Paragraphcontract of sale, except such as are mentioned in writing herein. The premises shall be conveyed subject to any leases affecting said premises. If, as of this date, there is any tenant or occupant in residence, the Buyer, if he or she wishes to evict such tenant or occupant, must do so at his or her own expense. The Mortgagee assumes no risk as regards lead paint. The sale will not be invalidated by errors or mis-description of the size of the parcel or land sold, or the improvements which may be thereon and the Buyer assumes agrees to waive any claim or right he or she might otherwise have by reason of any such error or mis-description, and agrees that if the property sold can be identified by the description as given or any part thereof, he or she will accept same at the full price bid in complete satisfaction and fulfillment on the part of the Mortgagee and auctioneer of each and all of their obligations of this contract. The Buyer acknowledges that from and after this date he or she shall have the sole risk of loss, and the Mortgagee shall have no responsibility for maintaining insurance on the premises. In the event that the premises are damaged by fire or other casualty from or after this date, the Buyer shall remain obligated to consummate the sale without any liability arising out reduction in the purchase price, and upon consummation of such sale, the receiptMortgagee shall pay over assign to the Buyer any amounts recovered or recoverable if and to the extent any such damage by fire or other casualty was insured against, unloading, discharge, storage, handling, use and disposal of less any Ethylene purchased hereunderamounts reasonably expended by the Mortgagee in order to obtain such recovery. If the Buyer, including the use mortgagee, shall refuse to execute the Memorandum or shall fail to so perform thereunder, the Mortgagee reserves the right to offer the premises to the second highest bidder for the second highest bid pursuant to this Memorandum. In the event that said second highest bidder shall refuse to execute the Memorandum or shall fail to so perform thereunder, then the Mortgagee shall have the option to purchase the premises for the amount of such Ethylene alone the second highest bid. The Mortgagee shall have the option, in its sole discretion, and as an alternative to the remedy set forth above, to resell the Property under the statutory power of sale, at auction without notice to or in combination with approval from Buyer or any other substances and compliance or non-compliance with any law or regulations relating theretobidders. Buyer agrees The Mortgagee is under no obligation to indemnify, protect, defend and hold Seller and/or any of its Affiliates, agents, officers, directors, employees and representatives (offer the "Seller Group") harmless from and against any and all claims, actions, liability, loss, cost and expense (including reasonable attorney's fees) for damages Property to any private or public property or resourcessubsequent bidder in the event of a default by Xxxxx, personal injury or deathbefore conducting a resale of the Property. The sale of the Property, fines or penalties ("Loss"), made against or incurred by Seller Group relating to Ethylene sold or either under the performance statutory power of either party hereundersale, or to an unsuccessful bidder as set forth herein, shall not release the defaulting Buyer from liability for breach of contract, and in the case of default by the agentsBuyer, servants, employees or contractors of either party, where such Loss was caused the deposit paid by acts or omissions that occurred at the time of or subsequent to the delivery of Ethylene to the Buyer hereundershall become the property of the Mortgagee. Retention of said deposit shall not constitute a waiver of the Mortgagee’s rights to pursue all other available remedies, including but not limited to specific performance, and nothing in this provision or arose contained in any way out of violations this Memorandum shall be deemed to constitute such a waiver. The Buyer acknowledges that no representations or warranties of any federalkind whatsoever, state other than those set forth herein, have been made by or local statute or governmental rule or regulation by Buyer or its agents, servants, employees or contractors. IT IS THE EXPRESS INTENTION OF THE PARTIES THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL REQUIRE BUYER TO DEFEND, HOLD HARMLESS AND INDEMNIFY THE SELLER GROUP AS PROVIDED ABOVE EXCEPT TO THE PROPORTIONATE EXTENT THAT THE ACTIONABLE NEGLIGENCE OF THE SELLER GROUP IS THE SOLE OR A CONCURRING CAUSE OF THE LOSS ALLEGED. FOR APPLICATION OF THE PROVISIONS OF THIS PARAGRAPH, THE EXTENT OF ANY SUCH NEGLIGENCE OF SELLER GROUP SHALL BE DETERMINED EXCLUSIVELY IN A SEPARATE ARBITRATION PROCEEDING REQUESTED BY BUYER AND IN ACCORDANCE WITH MUTUALLY AGREED ARBITRATOR(S), RULES AND VENUE IN ACCORDANCE WITH THE PROVISIONS OF EXHIBIT C, HEREOF. SUCH ARBITRATION AND THE RESULTING ALLOCATION OF NEGLIGENCE TO SELLER GROUP WILL TAKE PLACE AFTER BUYER HAS DEFENDED SELLER GROUP AGAINST AND FINALLY RESOLVED SUCH THIRD PARTY CLAIMS BY JUDGMENT OR SETTLEMENTon behalf of the Mortgagee and that the premises are conveyed in “as is” condition.

Buyer's Obligation. Subject to the further provisions of this Paragraph, Buyer assumes full responsibility for any liability arising out of the receipt, unloading, discharge, storage, handling, use and disposal of any Ethylene purchased hereunder, including the use of such Ethylene alone or in combination with other substances and compliance or non-compliance with any law or regulations relating thereto. Buyer agrees to indemnify, protect, defend and hold Seller and/or any of its Affiliates, agents, officers, directors, employees and representatives (the "“Seller Group"”) harmless from and against any and all claims, actions, liability, loss, cost and expense (including reasonable attorney's ’s fees) for damages to any private or public property or resources, personal injury or death, fines or penalties ("“Loss"”), made against or incurred by Seller Group relating to Ethylene sold or the performance of either party hereunder, or by the agents, servants, employees or contractors of either party, where such Loss was caused by acts or omissions that occurred at the time of or subsequent to the delivery of Ethylene to the Buyer hereunder, or arose in any way out of violations of any federal, state or local statute or governmental rule or regulation by Buyer or its agents, servants, employees or contractors. IT IS THE EXPRESS INTENTION OF THE PARTIES THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL REQUIRE BUYER TO DEFEND, HOLD HARMLESS AND INDEMNIFY THE SELLER GROUP AS PROVIDED ABOVE EXCEPT TO THE PROPORTIONATE EXTENT THAT THE ACTIONABLE NEGLIGENCE OF THE SELLER GROUP IS THE SOLE OR A CONCURRING CAUSE OF THE LOSS ALLEGED. FOR APPLICATION OF THE PROVISIONS OF THIS PARAGRAPH, THE EXTENT OF ANY SUCH NEGLIGENCE OF SELLER GROUP SHALL BE DETERMINED EXCLUSIVELY IN A SEPARATE ARBITRATION PROCEEDING REQUESTED BY BUYER AND IN ACCORDANCE WITH MUTUALLY AGREED ARBITRATOR(S), RULES AND VENUE IN ACCORDANCE WITH THE PROVISIONS OF EXHIBIT CB, HEREOF. SUCH ARBITRATION AND THE RESULTING ALLOCATION OF NEGLIGENCE TO SELLER GROUP WILL TAKE PLACE AFTER BUYER HAS DEFENDED SELLER GROUP AGAINST AND FINALLY RESOLVED SUCH THIRD PARTY CLAIMS BY JUDGMENT OR SETTLEMENT.

Buyer's Obligation. Subject The obligation of the Buyer to, and of Capricorn to cause the Buyer to, purchase the Acquired Assets is subject to the further provisions of this Paragraph, Buyer assumes full responsibility for any liability arising out satisfaction (or waiver by the Buyer) as of the receiptClosing of the following conditions: (i) The representations and warranties of the Sellers made in this Agreement qualified as to materiality shall be true and correct and those not so qualified shall be true and correct in all material respects as of the date hereof and on and as of the Closing, unloadingas though made on and as of the Closing Date, dischargeand the Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Sellers by the time of the Closing; and the Sellers shall have delivered to the Buyer a certificate dated the Closing Date and signed by an authorized officer of each Seller confirming the foregoing. (ii) The Buyer shall have received an opinion dated the Closing Date of Stoel Rives, storagecounsel to the Sellers, handling, use and disposal to the effect set forth in Exhibit B. (iii) No injunction or order of any Ethylene purchased hereundercourt or administrative agency of competent jurisdiction shall be in effect, including and no statute, rule or regulation of any governmental authority of competent jurisdiction shall have been promulgated or enacted, as of the use Closing which restrains or prohibits the purchase and sale of such Ethylene alone or in combination with other substances and compliance or nonthe Acquired Assets. (iv) The waiting period under the Hart-compliance with any law or regulations relating thereto. Buyer agrees to indemnifyScott-Rodino Anxxxxxxx Xxxxxxxxents Act of 1976, protect, defend and hold Seller and/or any of its Affiliates, agents, officers, directors, employees and representatives as amended (the "Seller Group") harmless from and against any and all claims, actions, liability, loss, cost and expense (including reasonable attorney's fees) for damages to any private or public property or resources, personal injury or death, fines or penalties ("LossHSR Act"), made against shall have expired or incurred by Seller Group relating been terminated. (v) The conditions to Ethylene sold the Buyer's obligations set forth in the Asset Purchase Agreement (the "OCC/HSC Agreement") among the Buyer, Chocamerican, Inc., a Delaware corporation ("Chocamerican"), The Original Cookie Company, Incorporated, a California corporation ("OCC"), and Hot Sam Companies, Inc., a Delawxxx corporation ("HSC"), and Capricorn, an executed form of which is attached as Exhibit C, shall have been satisfied or the performance of either party hereunder, or waived by the agents, servants, employees or contractors of either party, where such Loss was caused by acts or omissions that occurred at the time of or subsequent Buyer. (vi) The conditions to the delivery obligations of Ethylene the License Buyer (as defined below) set forth in the Licensing Assets Purchase Agreement (the "License Purchase Agreement") among MFD, The Mrs. Fields Brand, Xxx., x Xelaware corporation (the "License Buyer"), and Capricorn, an executed form of which is attached as Exhibit D, shall have been satisfied or waived by the Buyer. (vii) The Sellers and the Buyer shall have obtained consents, in form reasonably satisfactory to the Sellers and the Buyer, to the transactions contemplated hereby from the persons whose consent is required for the transfer or assignment to the Buyer hereunderof any of the Acquired Assets, or arose no such consent shall be required, (A) under each of the agreements identified on Schedule 3(a)(vii) and (B) under store leases with respect to at least 50% of the stores of the Acquired Business. (viii) The Sellers shall have demonstrated to the reasonable satisfaction of the Buyer that the Closing Cash Amount shall be not less than the Required Corporate Cash Amount and that the working capital position of MFI as of the Closing Date shall be consistent with the operation of MFI from the date of the Balance Sheet through the Closing Date in any way out the ordinary course of violations of any federal, state or local statute or governmental rule or regulation by business consistent with past practice and otherwise in accordance with this Agreement. (ix) The other parties thereto shall have executed and delivered to the Buyer or its agents, servants, employees or contractorsthe Buyer Note Agreement and the Other Agreements (as defined in Section 3(b)(vi)). IT IS THE EXPRESS INTENTION OF THE PARTIES THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL REQUIRE BUYER TO DEFEND, HOLD HARMLESS AND INDEMNIFY THE SELLER GROUP AS PROVIDED ABOVE EXCEPT TO THE PROPORTIONATE EXTENT THAT THE ACTIONABLE NEGLIGENCE OF THE SELLER GROUP IS THE SOLE OR A CONCURRING CAUSE OF THE LOSS ALLEGED. FOR APPLICATION OF THE PROVISIONS OF THIS PARAGRAPH, THE EXTENT OF ANY SUCH NEGLIGENCE OF SELLER GROUP SHALL BE DETERMINED EXCLUSIVELY IN A SEPARATE ARBITRATION PROCEEDING REQUESTED BY BUYER AND IN ACCORDANCE WITH MUTUALLY AGREED ARBITRATOR(S(k), RULES AND VENUE IN ACCORDANCE WITH THE PROVISIONS OF EXHIBIT C, HEREOF. SUCH ARBITRATION AND THE RESULTING ALLOCATION OF NEGLIGENCE TO SELLER GROUP WILL TAKE PLACE AFTER BUYER HAS DEFENDED SELLER GROUP AGAINST AND FINALLY RESOLVED SUCH THIRD PARTY CLAIMS BY JUDGMENT OR SETTLEMENT.