To Purchaser Sample Clauses

To Purchaser. At the Closing, there shall be delivered to Purchaser:
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To Purchaser. If the Parties so agree, they shall thereafter negotiate in good faith the agreement for the additional multi-hearth furnace(s). Purchaser’s first right of refusal granted under this Article 3 is one and the same with Purchaser’s first right of refusal granted under Article 3 of each of the other Multi-Hearth Furnace Contracts.
To Purchaser. In obtaining a consent, Seller may not agree to a modification of a lease without the prior written consent of Purchaser. (b) If Seller is unable to obtain any consent with respect to a Consent Lease prior to the Closing, then provided all other conditions to Closing have been fulfilled or waived, Purchaser and Seller shall nonetheless be obligated to close the transactions contemplated hereby. (c) Subject to the limitations specified below, Seller shall, within ten days after Purchaser's notice to Seller of incurrence of a covered expense, indemnify Purchaser for all amounts paid to landlords by Purchaser (including, without limitation, any increase in rent) and out-of-pocket expenses (including, without limitation, reasonable attorneys' fees and defense costs pursuant to Section 6.09(d) below) incurred by Purchaser in connection with continuing the Company's tenancy under any Consent Lease by reason of Seller's failure to obtain a consent prior to the Closing. (d) Purchaser shall defend in good faith with counsel reasonably acceptable to Seller all litigation or proceedings brought by landlords with respect to Consent Leases as to which Seller failed to obtain a consent. Purchaser shall control all such litigation and proceedings, however, Seller shall be entitled to participate in such defense at its own cost with counsel of its own choosing and Purchaser shall consult with Seller in respect of all major decisions relating to such defense. Purchaser shall not settle any such litigation or proceeding except with the prior written consent of Seller, which shall not be unreasonably withheld or delayed. Moreover, Purchaser and its counsel shall present evidence and justification to Seller in reasonable detail for all amounts for which indemnification is sought under this Section 6.09. This Section 6.09(d) shall only apply to litigation or proceedings for which Seller has an indemnity obligation under Section 6.09(c). (e) In no event shall Seller be liable, in the aggregate, for indemnification under this Section 6.09 in an amount greater than $650,000 (the "Limit"). In addition, and without regard to the Limit, in the event a final, unappealable judgment or order of a court having jurisdiction results in the eviction of the Company from, or an order to vacate, a store subject to a Consent Lease by reason of Seller's failure to have obtained a consent prior to the Closing, then Seller shall pay Purchaser $320,000 with respect to the loss of that store; provi...
To Purchaser. Aradigm hereby grants to Purchaser a non-exclusive, fully-paid, world-wide, perpetual, irrevocable, transferable, sublicensable license to fully exercise any Intellectual Property Rights that are (i) owned, controlled or employed by Aradigm at any time prior to the Closing (or that arises thereafter to the extent covering Technology created, owned, controlled or employed by Aradigm prior to the Closing), (ii) necessary or useful for the operation of the Business and (iii) not included in the Assigned Assets that are actually assigned to Purchaser.
To Purchaser. (a) Any excess funds deposited by Purchaser which remain after disbursement to Sellers;
To Purchaser. The acceptance of the deed at Closing, shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller's part to be performed under this Purchase Contract, except for those that this Purchase Contract specifically provides shall survive Closing.
To Purchaser. As of the Effective Date, there are no leases or occupancy agreements in effect at the Projects other than the Leases set forth in Exhibit 1.1.33. None of the Leases violates any exclusive rights granted to any other tenant or any prohibitions contained in any other Lease. As of the Closing Date, no Leases shall exist at the Property other than the Leases set forth in Exhibit 1.1.33 and leases executed pursuant to Section 5.4. The foregoing does not constitute a representation or warranty that all of the Leases set forth in Exhibit 1.1.33 will be in effect on the Closing Date.
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To Purchaser. The acceptance of the deed at Closing, shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller's part to be performed under this Purchase Contract, except for those that this Purchase Contract specifically provides shall survive Closing. 7.2.1.2A Xxxx of Sale without recourse or warranty, except as expressly provided therein, in the form attached as Exhibit 7.2.1.2 covering all Property Contracts (which Purchaser has agreed to assume), Commercial Leases, Permits (other than Excluded Permits) and Fixtures and Tangible Personal Property required to be transferred to Purchaser with respect to such Property. Purchaser shall countersign the same so as to effect an assumption by Purchaser, including, without limitation, of Seller's obligations thereunder which accrue from and after the Closing Date. 7.2.1.3An Assignment (to the extent assignable and in force and effect) without recourse or warranty in the form attached as Exhibit 7.2.1.3 of all of Seller's right, title and interest in and to the Miscellaneous Property Assets, subject to any required consents. Purchaser shall countersign the same so as to effect an assumption by Purchaser, including, without limitation, of Seller's obligations thereunder which accrue from and after the Closing Date. 7.2.1.4A closing statement executed by Seller. 7.2.1.5A vendor's affidavit or at Seller's option an indemnity, as applicable, in the customary form reasonably acceptable to Seller to enable Title Insurer to delete the standard exceptions, (other than matters constituting any Permitted Exceptions to the title insurance policy set forth in this Purchase Contract and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitments; provided that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Purchase Contract. 7.2.1.6A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 7.2.1.7A certified rent roll listing all Commercial Leases affecting the Property, together with such other information related thereto as Purchaser may reasonably request, signed by Seller and dated within one (1) Business Day of the Closing Date. 7.2.1.8Executed Tenant estoppel certificates in substantially the form attached hereto as Exhibit 7.2.1.8 (or in such form as may be required by the applicable Commercia...
To Purchaser. If the Parties so agree, they shall thereafter negotiate in good faith the agreement for the additional multi-hearth furnace(s). *
To Purchaser. The acceptance of the Special Warranty Deed at Closing shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller's part to be performed under this Purchase Contract, except as expressly stated herein. 7.2.1.2
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