Seller shall Clause Samples
The "Seller shall" clause establishes specific obligations or actions that the seller is required to perform under the contract. Typically, this clause outlines duties such as delivering goods, providing services, or ensuring compliance with certain standards or timelines. For example, it may require the seller to ship products by a certain date or guarantee that the goods meet agreed-upon specifications. The core function of this clause is to clearly define the seller's responsibilities, thereby ensuring accountability and reducing the risk of misunderstandings or disputes between the parties.
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Seller shall. 2.2.1. If a defect occurs, either (i) repair the defective FRU or (ii) replace said FRU with a new or refurbished FRU. Any item replaced will be deemed to be on an exchange basis, and any item retained by Seller through replacement will become the property of Seller.
2.2.2. FRUs that have been repaired or replaced will be warranted for a period of time which is the longer of (i) [***] from the date of shipment of FRU to Customer or (ii) [***].
2.2.3. At the request of Customer and if an emergency situation exists and requires an expedited shipment, Seller shall ship a replacement FRU in advance of Customer returning the defective FRU to Seller.
2.2.4. In a non-emergency situation, Seller shall ship a repaired or replacement FRU to Customer within [***] days of receipt of a defective FRU from Customer. Equipment not manufactured by Seller will be repaired or replaced as promptly as arrangements with the manufacturers or vendors thereof permit. [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
2.2.5. Issue a Return Material Authorization ("RMA") number to Customer prior to Customer's return of the defective FRU.
2.2.6. Pay all transportation charges for the return of the repaired or replacement FRU to Customer.
2.2.7. Provide telephone technical support 24 hours a day, 7 days a week with a telephone call-back response time to Customer not to exceed one hour from Customer's call to Customer Support.
Seller shall. (i) use the Purchased Assets only for the operation of the Station; (ii) maintain the Purchased Assets in substantially their present condition (reasonable wear and tear in normal use and damage due to unavoidable casualty excepted); (iii) replace and/or repair the Purchased Assets as necessary in the ordinary course of business; (iv) maintain all inventories of supplies, tubes and spare parts at levels at least equivalent to those existing on the date of this Agreement; and (v) promptly give Buyer written notice of any unusual or materially adverse developments with respect to the Purchased Assets or the business or operations of the Station.
Seller shall. 1. Upon execution of this Escrow Agreement, deposit with Escrow Agent this Escrow Agreement, signed by all parties above, the Termination Agreement with Village, fully executed by Seller and the Mutual Release by Seller and Village, fully executed by Seller and all guarantors as identified in the Termination Agreement.
2. Prior to the date of closing of the sale of the Property to Buyer, deposit with Escrow Agent all of the following:
a) Fully executed by Seller:
(i) Deed;
(ii) Transfer Return;
(iii) Closing Statement;
(iv) Other customarily required closing documents.
Seller shall. (a) substantially complete the installation of the facilities required for the connection of the Plant to the Grid in accordance with the terms of the Connection Agreement and the Grid Code; and
(b) enable the System Operator to complete the testing and commissioning of Grid connection facilities before the Required Interconnection Date.
Seller shall. (a) during the Contract Period operate, manage and maintain the Property in the ordinary course of Seller’s business, and substantially in accordance with present practices; (b) during the Contract Period, promptly following receipt give Buyer a copy of any notice received from any governmental entity with respect to the Property; and (c) during the Contract Period, negotiate in good faith in order to cause the delivery of possession of the Property at Closing, extended as the case may be, to Buyer free and clear of all leases and other agreements relating to possession of the Property and parties in occupancy pursuant thereto. ARTICLE 5 CONDITION OF TITLE 5.1
Seller shall. A. Deposit in an escrow designated by the City, a Grant Deed suitable for recordation and conveying from Seller to City, fee simple title to the Property. Seller shall convey to City good and clear title to the Property, free and clear of all liens, leases, encumbrances, assessments and taxes. Seller shall deposit the Grant Deed into escrow on or before September 9, 2020. Seller shall be responsible for payment of all property taxes, assessments and liens, if any, up to the Close of Escrow. The Grant Deed shall be delivered to City upon Close of Escrow.
B. Clear any title exceptions not acceptable to City prior to Close of Escrow, including without limitation:
Seller shall. (a) refrain from making any sale, lease, transfer or other disposition of any of the Station Assets having a value in excess of $10,000 in the aggregate, other than in the normal course of business at fair market value in connection with replacements of equal or greater value without the prior approval of Buyers, which approval will not be unreasonably withheld;
(b) if requested by Buyers, with respect to any Contract which can be terminated or not renewed by Seller in compliance with the terms thereof, notify the other parties to such Contract that Seller elects to terminate (or, if applicable, elect not to renew) such Contract; and
(c) within thirty (30) days following the end of each calendar month, provide Buyers with a statement of income for the Station for such month and for the year-to-date period then ended (including a comparison to budget).
Seller shall. (a) design and engineer in a first-class workmanlike manner the Suspended Theater® Attraction in accordance with industry standards, and procure the Dark Ride Attraction, for the Site based upon the Site characteristics, attraction size, capacity and other ride system design technical specifications set forth in Appendix A, which may be modified from time to time with the mutual agreement of the parties in writing and signed by both parties (collectively, the “Agreed Specifications”);
(b) manufacture, fabricate and/or procure the physical components of the Suspended Theater® Attraction and manufacture, fabricate and/or procure (or, in the case of the ride vehicles, procure, refurbish and replace as needed the physical components to restore the same to a “Seller refurbished” condition) of the Dark Ride Attraction (collectively the “Components”). As used herein, “Seller refurbished” shall mean the restoration of the equipment to be free from defects and to conform with all applicable warranties, including without limitation fitness for the intended purpose, and cosmetically restored, all in accordance with first class industry standards;