SELLER’S PRE Sample Clauses

SELLER’S PRE. Closing Obligations; Condition of Property. Seller has disclosed to Buyer that the Property is listed on the National Priorities List (“NPL”) under the Comprehensive Environmental Response Compensation and Liability Act, 42 USC 9601, et seq. (“CERCLA”) and is subject to a Consent Decree filed on July 16, 1991 (“Consent Decree”) and a Record of Decision (“ROD”) dated June 29, 1990 entered into by WJ Communications, Inc. (formerly Xxxxxxx-Xxxxxxx Company, or “WJ”) and the Environmental Protection Agency (“EPA”) pursuant to CERCLA. Seller represents and based on that representation, Buyer acknowledges that the Property is undergoing remediation initially funded by WJ pursuant to a Guaranteed Fixed Price Remediation Agreement dated June 25, 1999 by and between Aviza Technology, Inc. (as assignee of the rights and obligations of Silicon Valley Group, Inc.), Arcadis Xxxxxxxx & Xxxxxx (“Arcadis”) and WJ (“Remediation Agreement”). The Consent Decree, ROD and Remediation Agreement are collectively referred to herein as the “Permitted Environmental Exceptions”.
Sample 1
SELLER’S PRE. Closing Remedies. If the Purchaser defaults under any provision of this Agreement before the Closing Date, the Purchaser and Seller agree that the damages that Seller will sustain as a result thereof will be substantial, but will be difficult to ascertain. Accordingly, the Purchaser and the Seller agree that, in the event of the Purchaser's default before the Closing Date, the Seller shall terminate this Agreement and retain the Initial Deposit. The Purchaser and the Seller agree that it is and will be extremely difficult and impractical to fix the extent of such damages. To avoid these problem, Purchaser and Seller agree that as Seller' sole and exclusive remedy in the event of Purchaser's breach hereof, at law or in equity, the Seller shall be entitled to retain as liquidated damages the Initial Deposit. The Purchaser and the Seller agree that this is reasonable considering all of the circumstances existing on the date of this Agreement, including the relationship of the sum to the range of harm to the Seller that reasonably could be anticipated and the anticipation that proof of actual damages would be costly or inconvenient. The Seller shall have all remedies available at law or equity for post-closing breaches of this Agreement by the Purchaser.
Sample 1

Related to SELLER’S PRE

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Seller’s Deliveries At the Closing, Seller shall deliver to Buyer:

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Seller Deliveries At the Closing, Seller shall deliver to Purchaser:

  • Seller’s Deliverables At the Closing, Seller shall deliver to Buyer:

  • By Sellers Subject to the limitations set forth in this Article 10, from and after the Closing Date, Sellers (including Parent), jointly and severally, shall indemnify, save and hold harmless Buyer, its Affiliates and Subsidiaries, and its and their respective Representatives, from and against any and all costs, losses, Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including, without limitation, interest, fines penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), other losses resulting from any shutdown or curtailment of operations, damages to the environment, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing, including any of the foregoing incurred or suffered by any Entity (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (i) any breach of any representation or warranty or the inaccuracy of any representation, made by Sellers, or any of them, in or pursuant to this Agreement, disregarding for the purpose of this Section 10.4(a) in determining whether there has been a breach by Sellers of any representation or warranty set forth in this Agreement any materiality standards or exceptions included in the representation or warranty at issue; (ii) any breach of any covenant or agreement made by Sellers, or any of them, in or pursuant to this Agreement; (iii) any Excluded Liability or (iv) any Liabilities (y) for or arising out of or related to the violation by any Seller or Entity of any Health Care Laws prior to the Closing or (z) for or arising out of or related to any action taken or omission occurring prior to the Closing which, with notice, passage of time or both (whether before or after the Closing) would result in a violation by any Seller or any Entity, or any predecessor-in-interest to any Seller or Entity of an interest in any Entity, of any Health Care Law.

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

Time is Money Join Law Insider Premium to draft better contracts faster.