Purchaser’s Obligations Sample Clauses

Purchaser’s Obligations at the Closing. At the Closing, Purchaser shall deliver to Seller the following:

Purchaser’s Obligations. A. Purchaser agrees to pay all amounts payable by it when due under this Contract and to perform all of its other obligations under this Contract. B. In the event the Purchaser establishes a branch office in any of the relevant jurisdictions, the Purchaser shall be solely responsible to perform all activities necessary to establish such branch office. C. If any loss, damage, delay or failure of performance of the System or a System Upgrade results from the Purchaser's failure to perform its obligations under this Contract and results in an increase in the costs of performance or the time required for performance of any of the Contractor's duties or obligations under this Contract, the Contractor shall be entitled, as appropriate, to (i) an equitable adjustment in the Contract Price or applicable Upgrade Price, (ii) an equitable extension of time for completion of its Work or the Upgrade Work, (iii) reimbursement for all such additional costs incurred, and (iv) to the extent necessary in light of Purchaser's failure and the adjustments made in accordance with clauses (i), (ii) and (iii) above, an equitable adjustment of the Work and/or Upgrade Work. 1. The Contractor shall inform the Purchaser promptly of any occurrence covered under this Sub-Article 12(C), and shall use reasonable efforts to minimize any such additional costs or delay. 2. The Contractor shall promptly provide to the Purchaser an estimate of the anticipated additional costs and time required to complete the Work or Upgrade Work and request relief from contractual obligations or duties, as appropriate. Purchaser shall, upon notification, make advance payment to Contractor for the estimated amount of anticipated additional costs; provided -------- that Purchaser may deposit such amount into the Dispute Account and Sub-Article 5(C)(5) shall apply. Contractor shall without limiting Purchaser's obligations in the foregoing sentence, discuss such costs with Purchaser upon Purchaser's request. 3. As soon as reasonably practicable after the actual costs become known to the Contractor, the Contractor shall provide a statement of such actual costs to the Purchaser. 4. If the estimated amount is greater than the amount of actual costs, then the Contractor shall reimburse the Purchaser. If the amount of actual costs incurred is greater than the estimated amount, then the Purchaser shall reimburse the Contractor for any shortfall in accordance with Article 5 (Terms of Payment of Purchaser).

Purchaser’s Obligations. Conditions to Purchaser’s Obligations 3.01. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the Closing). 3.02. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the closing. 3.03. If not previously provided, within seven (7) days from the Effective Date of this Contract, Purchaser shall cause the Title Company to furnish to the Purchaser a current commitment (“Title Commitment”) for the issuance of an Owner’s Policy of Title Insurance together with legible copies of all documents constituting exceptions to Seller’s title as reflected in the Title Commitment. Purchaser may, on or prior to five (5) days after its receipt of the later of the Title Commitment, deliver to Seller in writing such reasonable objections as Purchaser may have to anything contained or set forth in the Title Commitment or the title exception documents. In the event Purchaser timely objects to any matter contained in the Title Commitment or title exception documents, Seller shall have a reasonable period of time after receipt of Purchaser’s objections within which Seller may attempt to cure such objections specified by Purchaser; provided, however, Seller shall provide reasonable responsive cooperation and assistance requested by Purchaser to cure any objections, but shall be under no obligation to incur any costs whatsoever in connection with such cure. In the event Seller has not yet satisfied each and every of Purchaser’s stated title objections within ten (10) days following the date of Purchaser’s objections, Purchaser shall elect to either (i) terminate this Contract, or (ii) waive those title objections which Seller has not satisfied and proceed to Closing. In the event Purchaser fails to elect (i) or (ii) in writing within such period, then, and in such event, Purchaser shall be deemed to have elected (ii). Purchaser acknowledges that Seller is providing Purchaser with an opportunity to thoroughly inspect the Property prior to Closing or all purposes, including any concerns with respect to any past, current or future violation of environmental laws or with respect to the presence, either now or in the past, of any hazardous substances at the ...

Purchaser’s Obligations. Conditions to Purchaser’s Obligations 3.01. The obligations of Purchaser hereunder to consummate the transactions contemplated hereby are subject to the satisfaction of each of the following conditions (any of which may be waived in whole or in part by Purchaser at or prior to the Closing). 3.02. Seller shall have performed, observed, and complied with all of the covenants, agreements, and conditions required by this Contract to be performed, observed, and complied with by Seller prior to or as of the Closing.

Purchaser’s Obligations. On or before the Closing Date, Purchaser and any applicable Purchaser Party shall deliver (or cause to be delivered) to the Escrow Agent in escrow for Closing, the following with respect to the Property: (a) The Purchase Price amount set forth in Section 2.1, less the amount of the ▇▇▇▇▇▇▇ Money, by wire transfer of immediately available funds; (b) Such evidence or documents as may reasonably be required by the Title Company evidencing the organization, status and capacity of Purchaser or Purchaser Parties and the authority of the person or persons who are executing the various documents on behalf of Purchaser and Purchaser Parties in connection with the acquisition of the Property; (c) A duly executed and acknowledged Partial Master Lease Termination Master Lease Termination and Partial Assignment and Assumption of Master Lease and State-Entity Quit Claim Deeds Affidavit; (d) A duly executed copy of the mutually satisfactory closing/settlement statement; (e) All transfer tax declarations, returns, affidavits and similar forms and filings required by applicable law in connection with the payment of any documentary stamp taxes, transfer taxes, recording taxes or similar taxes imposed in connection with the conveyance of the Property, each duly executed by Purchaser or the relevant Purchaser Party to the extent required to be executed by the transferee under applicable law; and (f) Such additional documents as may be reasonably required by Seller, the Escrow Agent or the Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Purchaser and Purchaser Parties in a manner not otherwise provided for herein).

Purchaser’s Obligations. At Completion the Purchaser shall:

Purchaser’s Obligations. If the Facility is damaged or destroyed by casualty of any kind or any other occurrence other than Seller’s gross negligence or willful misconduct, such that the operation of the System and/or Purchaser’s ability to accept the electric energy produced by the System are materially impaired or prevented, Purchaser shall promptly repair and restore the Facility to its pre-existing condition; provided, however, that if more than 50% of the Facility is destroyed during the last five years of the Initial Term or during any Additional Term, Purchaser may elect either (A) to restore the Facility or (B) to pay the Termination Payment and all other costs previously accrued but unpaid under this Agreement and thereupon terminate this Agreement.

Purchaser’s Obligations. In addition to the Common Articles, it is specified that:

Purchaser’s Obligations. 4.1 Subject to Clause 30.4, during the Term, the Purchaser shall purchase [***] of its requirements for Products from GSK (or the Nominated Supplier) in accordance with this Agreement. 4.2 The Purchaser shall not (itself or through any Third Party): (A) expressly or implicitly market, advertise or otherwise promote in any way the sale of any Product as a GSK Group product or as containing any GSK Group product; or (B) use the name or logo of any member of the GSK Group in connection with any Product, in each case, unless (and only to the extent) required to do so by Applicable Law. If the Purchaser contends that it is required by Applicable Law to do any act or thing covered by this Clause 4.2, it shall: (i) prior to doing any such act or thing, provide GSK with a copy of all relevant materials; and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (ii) consider in good faith any comments GSK may have in respect of the manner in which the name of any member of the GSK Group is used in such materials; and (iii) if such materials include the logo of any member of the GSK Group, not use such materials without GSK’s prior written approval (such approval not to be unreasonably withheld). For the avoidance of doubt, a breach of this Clause 4.2 will constitute a material breach of this Agreement. 4.3 Purchaser shall manage or perform all services for Clinical Trial labelling and distribution to the Purchaser’s Clinical Trial centres.