Buyer’s Obligations Clause Samples

Buyer’s Obligations. Prior to the CP Satisfaction Date, Buyer shall (i) use commercially reasonable efforts to pursue satisfaction of the Conditions Precedent set forth in Sections 2.3(a), and (ii) otherwise comply with its obligations, covenants, representations, and warranties under Articles 7-13. Upon an Event of Default of Buyer prior to the CPUC Approval Date, Seller may terminate this Agreement in which case Buyer shall owe Seller liquidated damages in the amount of the CPUC Approval Security. Upon an Event of Default of Buyer on or after the CPUC Approval Date but prior to the CP Satisfaction Date, Seller may terminate this Agreement in which case Buyer shall owe Seller liquidated damages in the amount of the Development Period Security. Each Party agrees and acknowledges that (a) the actual damages that Seller would incur due to an Event of Default of Buyer prior to the CP Satisfaction Date would be difficult or impossible to predict with certainty, (b) the liquidated damages set forth in this section are a reasonable and appropriate approximation of such damages, and (c) the liquidated damages set forth in this section are the exclusive remedy for an Event of Default of Buyer prior to the CP Satisfaction Date.

Buyer’s Obligations. At Closing, Buyer shall deliver or cause to be delivered the following:

Buyer’s Obligations. ▇▇▇▇▇ agrees to the following:

Buyer’s Obligations. 7.1 Buyer shall ensure that the terms of the Order and any information it provides in relation to the Goods or Services are complete and accurate. 7.2 Buyer will, and will procure that its Representatives will, only use or apply the Goods for the purposes and in the manner expressly set out in Seller’s written instructions (including e-mail instructions) (if any) supplied to Buyer in relation to the Goods (including any applicable Material Safety Data Sheets (“SDS”) or labelling information). . 7.3 Buyer acknowledges that it is familiar with the Goods and has been adequately warned by Seller of the risks associated with handling, transporting, using, storing and disposing of the Goods, including those set out in the SDS and packaging. Buyer further accepts its independent knowledge of such risks which are acknowledged and understood in Buyer’s industry and assumes all risks and responsibility for the handling or use of the Goods in any way and in combination with other substances. 7.4 Buyer shall not resell the Goods as they are in different packaging. If Buyer further processes or incorporates the Goods into another material or resells, exchanges and/or transfers the Goods to another jurisdiction, Buyer shall develop its own branded SDS and certificates of analysis consistent with the regulatory requirements of the jurisdiction(s) in which Buyer markers the final Goods. 7.5 In relation to Services, Buyer shall provide Seller and its Representatives, with access to Buyer's premises, as reasonably required by Seller to provide the Services; and Buyer shall prepare those premises and obtain and maintain at its own costs all necessary licences and consents which may be required for the Services.

Buyer’s Obligations. 12.1. Buyer is solely responsible for the implementation and maintenance of a comprehensive security program (“Security Program”) that contains reasonable and appropriate security measures and safeguards to protect its computer network, systems, machines, and data (collectively, “Systems”), including those Systems on which it runs the Products or which it uses with the Services, against Cyber Threats. “Cyber Threat” means any circumstance or event with the potential to adversely impact, compromise, damage, or disrupt Buyer’s Systems or that may result in any unauthorized access, acquisition, loss, misuse, destruction, disclosure, and/or modification of Buyer’s Systems, including any data, including through malware, hacking, or similar attacks.

Buyer’s Obligations. Except as to those matters described on Schedule 5.14, and provided Closing occurs, Buyer assumes full responsibility and liability for the following plugging and abandonment obligations related to the Assets (the “Plugging and Abandonment Obligations”), regardless of whether they are attributable to the ownership or operation of the Assets before or after the Effective Time: (i) The necessary and proper plugging, replugging, and abandonment of all ▇▇▇▇▇ on the Assets, whether plugged and abandoned before or after the Effective Time in compliance with applicable Laws and the terms of the Leases; (ii) The necessary and proper decommissioning, removal, abandonment, and disposal of all structures, pipelines, facilities, equipment, abandoned Assets, junk, and other personal property located on or comprising any part of the Assets in compliance with applicable Laws and the terms of the Leases; (iii) The necessary and proper capping and burying of all associated flow lines located on or comprising any part of the Assets, to the extent required by applicable Laws, the Leases, the Contracts, or other agreements; (iv) The necessary and proper restoration of the Assets, both surface and subsurface, in compliance with any applicable Laws, the Leases, the Surface Agreements, the Contracts, or any other applicable agreements; (v) To the extent not addressed by operation of ARTICLE 4, any necessary clean-up or disposal of any part of the Assets contaminated by NORM, asbestos containing materials, lead based paint, or any other substances or materials considered to be hazardous under Laws, including Environmental Laws, and Laws relating to the protection of natural resources; (vi) All obligations arising from contractual requirements and demands made by Governmental Authorities or parties claiming a vested interest in any part of the Assets; and (vii) Obtaining and maintaining all bonds and securities, including supplemental or additional bonds or other securities, that may be required by contract or by Governmental Authorities.

Buyer’s Obligations. Buyer shall execute and deliver to Seller: (i) Convertible Preferred Shares in paragraph 1.02 of this Agreement in a form acceptable to Seller. ARTICLE 8 - Costs

Buyer’s Obligations. Buyer shall have timely performed all of the obligations required by the terms of this Agreement to be performed by Buyer.

Buyer’s Obligations. Buyer's obligation to close the Transaction is conditioned on all of the following, any or all of which may be expressly waived by Buyer in writing, at its sole option: