Purchaser’s Obligations Sample Clauses

Purchaser’s Obligations. Subject to the Sellers having done or procured to be done those things set out in Part 1 of this schedule, at Completion the Purchaser shall: (a) make a payment to the Sellers’ Solicitors on behalf of each Shareholder of his Relevant Proportion of the Initial Consideration (in cash or in Loan Notes as elected by such Shareholder (other than Overseas Shareholders)) less the Escrow Sum and less any monies due to the Company on the exercise of any Options by such Shareholder (including for the avoidance of doubt, subject to clause 5.5, any employer/employee National Insurance contributions or income tax to be accounted for by the Company to the Inland Revenue); make a payment of the Escrow Sum into the Escrow Account; make a payment to the Company of any monies due to the Company on the exercise of Options in accordance with clause 3.1 by deducting such sum from the amount due to the relevant Shareholder as Initial Consideration; deliver to the Sellers’ Solicitors a certified copy of the resolutions of the board of directors (or a duly constituted committee of the board) of the Purchaser authorising the execution of this agreement, the Tax Deed and each of the other Transaction Documents to which it is or is to be a party; deliver to the Sellers’ Solicitors a counterpart of the Tax Deed duly executed by the Purchaser; deliver to the Sellers’ Solicitors counterparts of the service agreements of each of the Executives with a member of the Purchaser’s Group in the Agreed Form, duly executed by such member of the Purchaser’s Group; and deliver to the Purchaser’s Solicitors the letter of instruction relating to the Escrow Account in the Agreed Form, duly completed and signed on behalf of the Purchaser. 68 27 July 2005 PART 1 PREPARATION OF THE WORKING CAPITAL STATEMENT

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. Save as otherwise expressly provided, the obligations of the Purchaser under the Contract are obligations of the Purchaser in its capacity as a contracting counterparty and nothing in the Contract shall operate as an obligation upon, or in any other way ▇▇▇▇▇▇ or constrain the Purchaser in any other capacity, nor shall the exercise by the Purchaser of its duties and powers in any other capacity lead to any liability under the Contract (howsoever arising) on the part of the Purchaser to the Supplier.

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

Purchaser’s Obligations. At Completion the Purchaser shall:

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

Purchaser’s Obligations. (i) During the Contingent Payment Period, Purchaser shall, and shall cause its Subsidiaries to, use commercially reasonable efforts, consistent with Purchaser’s ordinary course of conduct to market and sell the Systems in those jurisdictions where they have been approved for sale; provided, that whether certain efforts by Purchaser are deemed to be “commercially reasonable” with respect to the Systems shall be determined in light of all relevant factors, taken as a whole, including but not limited to past sales and future market potential of the Systems (including reasonably anticipated and actual profit margin), the level of regulatory approval that may be available for the Systems (including but not limited to the extent of the indications for which the Systems have been approved), the level of reimbursement that is available for the Systems, the safety and efficacy of the Systems, the level of Intellectual Property protection of the Systems, the presence of third-party Intellectual Property, technology and products that may impact the marketability of the Systems, the effectiveness and pricing of alternative technologies on the market for the Systems, obsolescence of the Systems, changes in conditions in any market relevant to the manufacturing, marketing or sale of the Systems and related reimbursements, the presence or absence of particularly difficult manufacturing issues, and the likely availability and cost of necessary raw materials. For purposes of determining whether or not Purchaser is complying with its obligations under the first sentence of this Section 1.4(e), Purchaser’s marketing and sales efforts for the Systems shall be considered in the aggregate. Purchaser shall not be deemed to be in breach of this Section 1.4(e) for any particular period unless (A) Purchaser’s marketing and sales efforts with respect to the Systems during such period, taken as a whole, are not commercially reasonable based upon the factors identified above, (B) the Seller Designee has reasonably identified to Purchaser by written notice the manner in which he or she believes the Purchaser’s marketing and sales efforts are not commercially reasonable, and (B) Purchaser’s marketing and sales efforts continue to not be commercially reasonable more than sixty (60) days following such written notice from the Seller Designee. (ii) Without limiting the foregoing, during the Contingent Payment Period, Purchaser shall not, and shall cause its Subsidiaries not to, take any ac...