Purchaser’s Obligation Clause Samples
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).
(a) On the Closing Date, title to the Project shall be in the condition required herein, and the Title Company shall be in a position to issue the requisite Title Policy pursuant to the Commitment.
(b) Seller shall have complied with and performed all covenants, agreements and conditions on its part to be performed under this Agreement within the time herein provided for such performance.
(c) Seller's representations, warranties and agreements contained herein are and shall be true and correct as of the date hereof and as of the Closing Date in all material respects.
(d) From and after the date hereof to the Closing Date there shall have been no material adverse change in or to the Project or the business conducted thereon.
(e) In the event the Purchaser obtains, at the sole cost and expense of the Purchaser, a Phase 1 environmental audit (the "Environmental Audit") of the Project, including the Land and Improvements, addressed to the Purchaser and others designated by the Purchaser, conducted by an independent environmental investigation and testing firm selected by the Purchaser and reasonably approved by the Seller, reflecting that the Project is free of and does not contain any Hazardous Materials, and otherwise in form and content acceptable to Purchaser, in its sole discretion. If the Environmental Audit discloses any condition which requires further review or investigation, the Purchaser may obtain, at the Purchaser’s expense, a Phase 2 environmental audit of the Project in form and content acceptable to the Purchaser, in its sole discretion, and the Closing Date shall be extended to provide Purchaser with sufficient time to receive, review and approve the Phase 2 environmental audit. Purchaser shall give Seller reaso...
Purchaser’s Obligation. ▇▇▇▇▇▇▇▇▇ 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:
(a) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party, arising out of the use by Producer of Purchaser Products or Purchaser Supplied Components in accordance with the Specifications;
(b) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights or Intellectual Property of any Third Party by the Purchaser Products or Purchaser Supplied Components;
(c) the development, manufacture, storage, promotion, marketing, distribution, sale or use of any Supplied Product;
(d) any failure of the Purchaser Supplied Components to comply in any material respect with the specifications therefor; or
(e) any material breach by it of its obligations under this Agreement; provided, however, that this Section 10.2 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 10.1 above; and provided, further, that clause (c) shall not include the manufacture or storage by or on behalf of Producer of Supplied Products in material breach of the warranties contained in Section 8.1. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Purchaser.
Purchaser’s Obligation. At the Closing, Purchaser shall deliver to Seller cash or certified or bank cashier’s check in the amount of the purchase price less the Escrow Fund, shall fund the Escrow Fund, and shall deliver any other documents necessary to conclude the agreements between the parties.
Purchaser’s Obligation. 8.1 It shall be obligation of the Purchaser to :
(a) Make payment to the Vendor of all amounts as and when due and payable under this Agreement.
(b) Not to do or cause to be done any act, deed or thing by virtue of which the construction at the Said Premises or of the Said Unit is hampered, obstructed, delayed or stopped.
8.2 As from the Date of Possession the Purchaser covenants:
(a) To co-operate with the Vendor in the management and maintenance of the Building Complex constructed in the Said Premises and formation of the Association hereinafter referred to as Maintenance Organisation and the Purchaser and other Co owners of all the Units in the Building Complex shall become members of such Maintenance Organisation and undertake to pay their share(s) of deposits, subscription and such fees and charges as may be levied and decided by the Vendor and/or the Maintenance Organisation including maintenance charge regularly and on time.
(b) To observe the Rules and Regulations framed from time to time either by the Vendor or by the Maintenance Organisation for the common purpose.
(c) On prior notice to allow the Vendor with or without the workmen to enter into the Said Unit for completion, repairs and for the common purpose.
(d) To pay and bear the Common Expenses more fully described in the 4th Schedule hereto, electricity and other utility charges and outgoings for the Said Unit, wholly and for the Common Areas & Facilities, proportionately.
(e) To pay and bear the municipal rates, taxes, levies and other outgoings relating to the Common Areas & Facilities, proportionately and relating to the said Unit wholly.
(f) Not to let out or part with possession of the Said Unit before giving prior intimation in writing to the Vendor or the Maintenance Organisation of the full particulars of the intended occupant and rent and all other charges and benefits receivable by the Purchaser in respect of the Said Unit (to the extent necessary for assessment of the liability for rates, taxes and other impositions) until separate assessment of the Said Unit (for the purpose of municipal tax) has been done in the name of the Purchaser.
(g) Not to use the Said Unit or permit the same to be used for any illegal or immoral purpose.
(h) The exterior of the Said Unit shall not be decorated or redecorated otherwise than in the manner agreed to with the Vendor in writing and in accordance with the general scheme of the new building(s).
(i) No external wireless or television antenna sha...
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:
(a) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights of any Third Party, arising out of the manufacture by Producer of Purchaser Products in accordance with the Specifications;
(b) any actual or alleged infringement, misappropriation or violation of the patent, copyright, trademark or other proprietary rights of any Third Party by the Purchaser Products;
(c) the development, manufacture, storage, promotion, marketing, distribution, sale or use of any Supplied Product;
(d) any failure of the Purchaser Supplied Components to comply in any material respect with the specifications therefor as provided in Section 2.7(b); or
(e) any breach by it or any of its Affiliates of its obligations under this Agreement; provided, however, that this Section 11.2 shall not apply to any Liabilities to the extent that the Liability is within the scope of the indemnity obligations set forth in Section 11.1 above; and provided, further, that clause (c) shall not include (i) the development, manufacture, storage, promotion, marketing, distribution, sale or use by or on behalf of Producer of Producer Products or (ii) the manufacture or storage by or on behalf of Producer of Purchaser Products in material breach of the warranties contained in Section 8.1. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements by any Indemnitee to Purchaser.
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. 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. The following Personnel shall be provided by the Purchaser for the duration of the BOT Project Life Cycle: t Project Technical Manager who shall be responsible for technical issues including coordination and ensuring that all procurement is made as per technical specifications. Specification of replacement parts and consumables as made according to industry standards t At least one Business Analyst who shall work closely with the Supplier’s Development Team until the system is Signed-off. t Operational staff who will be required to operate the CDLS throughout the designated centers as per implementation schedule.
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.