Seller’s Obligations Sample Clauses
The Seller’s Obligations clause defines the specific duties and responsibilities that the seller must fulfill under the agreement. This typically includes delivering the goods or services as described, ensuring they meet agreed-upon specifications, and providing any necessary documentation or support. By clearly outlining what is expected from the seller, this clause helps prevent misunderstandings and ensures that both parties are aware of the seller’s commitments, thereby promoting smooth performance of the contract.
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Seller’s Obligations. At Completion:
(a) each Seller shall deliver to the Purchaser:
(i) duly executed share transfer forms in favour of the Purchaser or its nominee(s) of the Shares set opposite such Seller’s name in columns (A) to (C) of Part 3 of Appendix 1 and, in the case of Shruki ▇▇▇▇▇▇▇, the Special Voting Share;
(ii) the share certificate(s) representing the Shares set opposite such Seller’s name in columns (A) to (C) of Part 3 of Appendix 1 and, in the case of Shruki ▇▇▇▇▇▇▇, the Special Voting Share (or an express indemnity in a form satisfactory to the Purchaser in the case of any found to be missing);
(iii) such waivers or consents as may be necessary to enable such Seller to transfer to the Purchaser or its nominee(s) the Shares set opposite such Seller’s name in columns (A) to (C) of Part 3 of Appendix 1 and, in the case of Shruki ▇▇▇▇▇▇▇, the Special Voting Share;
(iv) a resolution directing the Company to enter into the Deed of Waiver;
(v) the Restricted Securities Elections duly executed by the Seller, to the extent that Seller is a UK Seller and the Company;
(b) the Management Sellers shall procure the delivery to the Purchaser of:
(i) the certificate of incorporation, common seal (if any), minute books, statutory registers and share certificate books of each Group Company;
(ii) the resignations of all the directors of the Company (other that the Management Sellers), in each case acknowledging (by way of deed) that he has no claim against the Company, whether for loss of office or otherwise;
(iii) the resignation of the auditors of each Group Company in each case confirming that there are no circumstances connected with their resignation which should be brought to the attention of the members or creditors of that Group Company and that no fees are due to them, together with a statement prepared by each Group Company setting out the reasons for the auditors ceasing to hold office;
(iv) a certificate in the Agreed Form, duly executed by the Management Sellers, to the effect that there is no indebtedness for borrowed money outstanding from any Group Company to any Seller or any person connected with any Seller;
(v) a certified copy of the written resolutions of the Company in the Agreed Form;
(vi) a counterpart of the Put and Call Option Agreement duly executed by Swap Nominee as nominee for the UK Sellers; and
(vii) a counterpart of the Escrow Agreement duly executed by the Sellers’ Representative; and
(viii) a counterpart of the Disclosure Letter duly executed...
Seller’s Obligations. Seller shall deliver to Purchaser (at Seller’s expense), within three (3) days after the Effective Date, true, correct, complete and legible copies of all of the due diligence items listed on Schedule “A” attached hereto and incorporated herein with respect to the Property (collectively, the “Due Diligence Items”). Seller shall provide Purchaser with written notice at such time as Seller determines that all Due Diligence Items have been delivered to Purchaser (the “Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, Purchaser shall confirm in writing to Seller, if such be the case, that all required Due Diligence Items have been received by Purchaser, in which event the date that Purchaser receives the Due Diligence Delivery Notice shall be deemed to be the “Due Diligence Receipt Date” (herein so called) for all purposes of this Agreement. In the event, however, that Purchaser determines that it has not been provided with all of the Due Diligence Items, then Purchaser shall provide Seller with written notice thereof (the “Missing Due Diligence Notice”), within two (2) business days following Purchaser’s receipt of the Due Diligence Delivery Notice, enumerating with specificity in such notice which Due Diligence Items have not been provided by Seller (the “Missing Due Diligence Items”). Within two (2) business days following Seller’s receipt of the Missing Due Diligence Notice, Seller shall provide Purchaser with the Missing Due Diligence Items, together with written notice confirming such delivery (the “Missing Due Diligence Delivery Notice”). Within two (2) business days following Purchaser’s receipt of the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, Purchaser shall confirm in writing to Seller that Purchaser has received all required Due Diligence Items, in which event the date that Purchaser receives the Missing Due Diligence Delivery Notice, accompanied by all Missing Due Diligence Items, shall be deemed to be the Due Diligence Receipt Date for all purposes of this Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Purchaser may request additional information, documentation or materials concerning the Property from Seller at any time after the Effective Date, and Seller agrees to use commercially reasonable efforts to provide such additional information, documentation or materials to Pur...
Seller’s Obligations. As of the Close of Escrow, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement.
Seller’s Obligations. 1.1 On Closing, the Sellers shall deliver, procure the delivery of, or make available to the Purchaser, the following documents:
1.1.1 duly executed, registrable, undated and unstamped share transfer forms of all of the Sale Shares in favour of the Purchaser;
1.1.2 if applicable, the relevant original share certificates with respect to the Sale Shares;
1.1.3 a certified true copy or extract of the resolution passed by the board of directors of the Company:
(i) approving the transfer of the Sale Shares from the Sellers to the Purchaser, subject only to the stamping of the instruments of transfer;
(ii) approving the entry of the name of the Purchaser into the register of members of the Company as the registered holder of the Sale Shares, subject only to stamp duty on the transfer of the Sale Shares being duly paid, and the making of such other entries into other corporate records of the Company as may be necessary; and
(iii) if applicable, authorising the issuance of new share certificates in respect of the Sale Shares in favour of the Purchaser and the cancellation of the existing share certificates in respect of the Sale Shares registered under the name of the Sellers;
1.1.4 any waiver, consent or other documents as may be required to give to the Purchaser good title to the Sale Shares and to enable the Purchaser to become the registered holder of the Sale Shares;
1.1.5 (if the Purchaser so requires) the letter of resignation of each of the existing directors of the Company as a director of the Company, resigning from his office as a director of the Company and acknowledging and agreeing that he has no claims whatsoever against the Company (whether for compensation for loss of office or otherwise), with effect from the Closing Date;
1.1.6 (if the Purchaser so requires) the letter of resignation of the company secretary of the Company to take effect on the Closing Date with acknowledgement signed by him in a form satisfactory to the Purchaser to the effect that he has no claims against the Company;
1.1.7 the certificates of incorporation, corporate seals (if any), cheque books, statutory and other books of the Company (duly written up-to-date) which are kept at the business/registered office of the Company;
1.1.8 all the financial and accounting books and records of the Company or upon Company’s confirmation that such records are in its possession, a list setting out the address at which all such records of the Company are kept and the name of the persons i...
Seller’s Obligations. Seller's obligation to close the Transaction is conditioned on all of the following, any or all of which may be waived by Seller by an express written waiver, at its sole option:
Seller’s Obligations. At Closing, Seller shall deliver or cause to be delivered to Buyer the following:
Seller’s Obligations. If the System is damaged or destroyed other than by Purchaser’s gross negligence or willful misconduct, Seller shall promptly repair and restore the System to its pre- existing condition; provided, however, that if more than fifty percent (50%) of the System is destroyed during the last five (5) years of the Initial Term or during any Additional Term, Seller shall not be required to restore the System, but may instead terminate this Agreement, unless Purchaser agrees (i) to pay for the cost of such restoration of the System or (ii) to purchase the System “AS-IS” at the greater of (A) then current fair market value of the System and (B) the sum of the amounts described in Section 13.b(3)A)(i) (using the date of purchase to determine the appropriate Contract Year) and Section 13.b(3)A)(iii).
Seller’s Obligations. Prior to the CP Satisfaction Date, Seller shall (i) use commercially reasonable efforts to pursue satisfaction of the Conditions Precedent set forth in Sections [___], (ii) diligently pursue development of the Project in accordance with Section 3.9, (iii) comply with Section 3.9(b) in achieving the applicable Milestones that have due dates occurring prior to the CP Satisfaction Date, reporting completion of such Milestones, and delivering Remedial Action Plans in respect of missed Milestones as more fully described therein, (iv) deliver the Quarterly Progress Report in accordance with Section 3.9(a), and (v) otherwise comply with its obligations, covenants, representations, and warranties under Articles 7-13. Upon an Event of Default of Seller prior to the CPUC Approval Date, Buyer may terminate this Agreement in which case Seller shall owe Buyer liquidated damages in the amount of the CPUC Approval Security. Upon an Event of Default of Seller on or after the CPUC Approval Date but prior to the CP Satisfaction Date, Buyer may terminate this Agreement in which case Seller shall owe Buyer liquidated damages in the amount of the Development Period Security. Buyer may retain such Performance Assurances to pay such liquidated damages. Each Party agrees and acknowledges that (a) the actual damages that Buyer would incur due to an Event of Default of Seller prior to the CP Satisfaction Date would be difficult or impossible to predict with certainty, (b) the liquidated damages set forth in this section are a reasonable and appropriate approximation of such damages, and (c) the liquidated damages set forth in this section are the exclusive remedy for an Event of Default of Seller prior to the CP Satisfaction Date.
Seller’s Obligations. The obligation of Sellers to proceed with the Closing is conditioned on the occurrence or completion of the following, or the waiver by Sellers thereof, on or before the Closing Date:
(a) The delivery by Purchaser to each Seller of the respective Purchase Price and the delivery by Purchaser to Guarantor of the Guarantee Fee;
(b) The delivery to each Seller of the Assignment and Assumption Agreement, duly executed by Purchaser;
(c) The execution and delivery by Purchaser, Cypress Canada and the Manager of the Management Agreement, in form and content acceptable to the Manager;
(d) The representations and warranties of Purchaser contained herein shall be true and correct on and as of the Closing Date, as if such representations were made by Purchaser as of the Closing Date, and Purchaser shall have delivered to Sellers a certificate certifying same;
(e) The delivery by Purchaser to Sellers of evidence reasonably acceptable to Sellers that all limited liability company actions have been taken by Purchaser to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, together with an incumbency certificate regarding the incumbency of Purchaser's Manager;
(f) The delivery by Purchaser to Sellers of a legal opinion of Purchaser’s counsel, in form and substance reasonably acceptable to Sellers;
(g) The receipt of all applicable approvals, consents, waivers or withholdings from objection of any government entity, authority, agency or subdivision thereof, relating to the transactions contemplated hereby; and
(h) The performance by Purchaser or Purchaser’s compliance with all of Purchaser’s other obligations under this Agreement that are to be performed or complied with by it on or prior to the Closing Date.
Seller’s Obligations. The provisions of this Section 5 shall not relieve Seller from its obligations to pay the Repurchase Price on the applicable Repurchase Date and to satisfy any other payment obligation of Seller hereunder or under any other Transaction Document.