Purchaser’s Obligation to consummate the purchase of the Project is expressly conditioned upon the following, each of which constitutes a condition precedent to Purchaser's obligations hereunder which, if not performed or determined to be acceptable to Purchaser on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit Purchaser, at its sole option, to declare this Agreement null and void and of no further force and effect by written notice to Seller, whereupon the Deposit shall be returned immediately to Purchaser, and neither the Seller nor the Purchaser shall have any further obligations hereunder to the other (provided that Purchaser shall have the right to waive any one or all of said conditions).
Purchaser’s Obligation. Xxxxxxxxx agrees to indemnify and hold harmless Producer’s Indemnitees from and against, and in respect of, any and all Liabilities to Third Parties asserted against or incurred by any of Producer’s Indemnitees that arise out of, relate to or result from:
Purchaser’s Obligation. 8.1 It shall be obligation of the Purchaser to :
Purchaser’s Obligation. At the Closing, Purchaser shall (i) deliver to Seller cash or certified or bank cashier’s check in the amount of the purchase price less the Seller Note, the payoff balance of the Secured Notes and the Master Note and the Escrow Fund, (ii) fund the Escrow Fund, (iii) deliver the Seller Note, (iv) deliver the Lease, and (iv) deliver any other documents necessary to conclude the agreements between the parties.
Purchaser’s Obligation. Purchaser shall defend, indemnify and hold harmless Seller, affiliated companies of Seller and the directors, officers, employees and agents of Seller (each a “Seller Indemnified Party”) from and against all liability, loss, costs, claims, damages, expenses, judgments, awards and settlements, including, without limitation, actual attorneys’ fees and expenses reasonably incurred (whether or not these are covered by insurance), whether in tort or in contract, law or equity, that a Seller Indemnified Party may incur by reason of or arising out of any claim made by any third party, resulting from or with respect to (i) the material breach of this Agreement by Purchaser or any other person for whose actions Purchaser is liable under applicable law; (ii) the gross negligence or intentional misconduct or omission of Purchaser or any employee, contractor, or authorized representative of Purchaser; or (iii) the harmful or unsafe effect of any drug or other product owned or to which rights are held by Purchaser; provided, however, that this indemnification shall not extend to any claims arising out of a material breach of this Agreement by Seller or any other person for whose actions Seller is liable under applicable law; or the gross negligence or intentional misconduct or omission of Seller in connection with this Agreement.
Purchaser’s Obligation. Purchaser's obligation to enter into and complete the Closing is subject to the fulfillment on or before the Closing Date of each of the following conditions. Purchaser may waive any or all of these conditions, in whole or in part, at Purchaser's sole option.
Purchaser’s Obligation. Each Baxter Indemnifying Party (to the extent Purchaser is Baxter or an Affiliate of Baxter) or Baxalta Indemnifying Party (to the extent Purchaser is Baxalta or an Affiliate of Baxalta) agrees to indemnify and hold harmless either the Baxter Indemnitees (in the case of a Baxalta Indemnifying Party) or the Baxalta Indemnitees (in the case of a Baxter Indemnifying Party) from and against, and in respect of, any and all Liabilities asserted against or incurred by any of the Indemnitees that arise out of, relate to or result from:
Purchaser’s Obligation to acquire the Property and consummate the other transactions contemplated hereunder shall be conditioned on satisfaction of the following requirements (the "CONSTRUCTION CONDITIONS").
Purchaser’s Obligation. From and after the Execution Date, Purchaser shall use commercially reasonable efforts to cause the conditions to Closing set forth in Sections 2.2(b)(iv) and (v) to be satisfied or waived and to cause the Closing to occur.
Purchaser’s Obligation. The purchaser's obligation is to operate the product under normal conditions in an approved application, which includes proper installation, speed, fuel, lubrication, use, and service. Failure to do so voids this warranty. In order to obtain a remedy under this warranty, the purchaser must notify Stanadyne of the defect within the warranty period. This may be done by: delivering the product to an Authorized Stanadyne Service Dealer for the purpose of remedying the defect or sending written notice to Stanadyne specifying the defect and stating that the purchaser intends to seek warranty coverage promptly.
