Buyer Obligations Sample Clauses
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Buyer Obligations. In the event of any termination hereunder, Buyer shall return all documents and other materials furnished by Seller with respect to the Hospital Campus Real Property. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties hereunder. Buyer shall keep the Hospital Campus Real Property free and clear of all mechanics’ or materialmen’s liens arising from or related to Buyer’s due diligence efforts and shall take all necessary actions, at Buyer’s sole cost and expense, to remove any such liens that encumber the Hospital Campus Real Property to the extent that the existence of such liens shall have a material adverse effect on Seller (including, without limitation, causing Seller to be in default of any of its obligations or agreements), the Hospital Campus Real Property (or any portion thereof) or the Licensed Operations.
Buyer Obligations. During the Delivery Term, Buyer shall arrange and be responsible for transmission service, including risk of transmission outage or curtailment, from the Delivery Point and bear all risks and costs associated with such transmission service, including, but not limited to, any transmission outages or curtailment. During the Delivery Term, Buyer shall Schedule or arrange for Scheduling Coordinator services with its Transmission Providers to receive the Product at the Delivery Point. During the Delivery Term, Buyer shall be responsible for all CAISO costs and charges, electric transmission losses and congestion from the Delivery Point.
Buyer Obligations. Buyer acknowledges its legal obligations to pay Taxes relating to all items of income, loss, gain, deduction and credit attributable to or relating to ownership of the Assets after the Effective Date.
Buyer Obligations. In addition to other obligations stated herein, ▇▇▇▇▇ assumes all risk and liability for loss or damage resulting from the handling, use, or application of the Product, Services, and containers delivered hereunder. ▇▇▇▇▇ agrees to familiarize itself and keep informed (without reliance on VAC) concerning any hazards to persons or property involved in handling and using such Product, Services, and containers. Buyer shall advise its employees, customers, agents, distributors, consultants, independent contractors and others who handle or use such Product or Services of any hazards or who may foreseeably do so. Buyer hereby indemnifies and agrees to defend and hold VAC, its subsidiaries and affiliates and their respective directors, officers, shareholders, customers, employees, agents, successors and assigns of each, harmless from and against any and all liabilities, losses, costs or damages, including reasonable attorney fees, resulting from claims (unless finally determined to be the result of the gross negligence or willful misconduct of VAC) resulting from (a) use or handling of the Product or Services by Buyer or any third party, whether or not the Product is combined with any other materials, substances or equipment or the Product or Services are used in any manufacturing process; (b) failure by Buyer to disseminate safety and health information as required above; (c) failure of Buyer to comply with laws; or (d) misappropriation or infringement of intellectual property rights, including but not limited to patent, trademark or copyright infringement, resulting from use or handling of the Product or Services by Buyer or any third party. Any stenciling, marking or numbering other than that contained on the preprinted VAC label shall not be relied upon and no guarantee of accuracy is made with respect to any such markings.
Buyer Obligations. Buyer shall take all actions necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts one or more pension plans (hereinafter referred to in the aggregate as the "Buyer Pension Plans" and individually as the "Buyer Pension Plan") effective as of the Closing Date and to ensure that each Buyer Pension Plan satisfies the following requirements as of the Closing Date:
(i) the Buyer Pension Plan is a qualified, single-employer defined benefit plan under Section 401(a) of the IRC; (ii) any Buyer Pension Plan that was in effect before the Closing Date shall not have any "accumulated funding deficiency," as defined in Section 302 of ERISA and Section 412 of the IRC, whether or not waived, immediately before the Closing Date; (iii) the Buyer Pension Plan is not the subject of termination proceedings or a notice of termination under Title IV of ERISA; (iv) the Buyer Pension Plan does not exclude Transferred Employees from eligibility to participate therein;
Buyer Obligations. 3.1 The Buyer will appoint at least two “Support Administrators” who, after appropriate training, will act as the focal point of contact to Supplier, providing an initial level of support for the support services under this SLA. Supplier shall communicate only with the Support Administrators in relation to Service Requests.
3.2 Both parties shall ensure that they adhere to operating procedures and practices, codes of conduct, duties and obligations such as may be required for the purposes of data security and data protection, including password management, anti-virus tools and information security tools
Buyer Obligations. The term "Buyer Obligations" shall have the meaning set forth in Section 8.2.
Buyer Obligations. Before bidding on a Vehicle, Buyer is required to know the arbitration rules in place for the Vehicle. In addition, ▇▇▇▇▇ should carefully review all disclosed information including descriptions, photos, videos, condition reports and vehicle history reports. To preserve arbitration rights, Buyers are strongly encouraged to be diligent in their inspection and research of Vehicle purchases within the relevant arbitration period.
Buyer Obligations. 3.1 The Buyer shall only allow Authorised Users to access and use the Services and any Documentation during the Access Period, and shall at all times ensure that only the Number of Authorised Users access and/or use the same. The Buyer shall not allow any third party to access or use the Services and any Documentation, except as expressly permitted by this Agreement or with the Supplier’s prior written consent.
3.2 If the Number of Authorised Users exceeds the number specified in the Order Form, then the Supplier will be entitled to make additional charges for the excess use at the rates specified in the Order Form.
3.3 The Buyer may make only so many copies of any Documentation as are necessary for the Buyer’s (or any Authorised User's) use of the Documentation in accordance with this Agreement. The Buyer shall ensure that all copies of any Documentation (whether stored electronically or otherwise) shall reproduce all Supplier proprietary notices contained on the original version.
3.4 The Buyer is responsible for providing any computer equipment and software, and establishing its own Internet connection, as required to receive the Services.
3.5 The Authorised Users may be required to acknowledge and comply with any website terms, end user licence terms, mobile application terms of use and privacy policy when they access or download the Services.
3.6 The Buyer shall be responsible for ensuring that it and all Authorised Users:
3.6.1 Ensure that any computer equipment used to access the Services has appropriate firewalls and anti-virus software in place; and
3.6.2 Comply with any relevant legislation or other legal requirement and the provisions of this Agreement relating to its/their use of the Services and any Documentation, and the Buyer shall be liable for any acts or omissions of the Authorised Users.
3.7 The Buyer hereby grants to the Supplier a non- exclusive, non-transferable licence to access and use the Buyer Data to the extent necessary to comply with its obligations under this Agreement. Where reasonably necessary, the Supplier shall be entitled to sub-licence the rights granted under this paragraph 3.7 to any KPMG Person, or approved Subcontractor, in connection with the performance of its obligations under this Agreement.
3.8 The Buyer shall indemnify the Supplier and keep the Supplier fully indemnified against any loss the Supplier may suffer as a result of a breach by the Buyer of any of the Buyer’s obligations set out in this paragraph 3.
Buyer Obligations. (a) During the Interim Period, the Buyer shall use best endeavours to procure the satisfaction of an Existing Credit Support Instrument Release Condition with respect to each Existing Credit Support Instrument (the “Release Obligation”) at Closing or as soon as practicable following Closing.
(b) The Buyer shall maintain in full force and effect the New Guarantee Bank Commitment Letter and obtain the New Guarantee Bank Credit Support Instrument on the terms set forth therein by satisfying on a timely basis at or prior to Closing all conditions set forth in the New Guarantee Bank Commitment Letter and shall cause the New Guarantee Bank to perform its obligations under the New Guarantee Bank Commitment Letter upon satisfaction of such conditions, in each case unless the Buyer has replaced the New Guarantee Bank Credit Support Instrument with a comparable Credit Support Instrument that is reasonably satisfactory to the Seller, in which case all references in this Agreement to the “New Guarantee Bank Credit Support Instrument” shall be deemed to be references to such new Credit Support Instrument.
(c) Save with the prior written consent of the Seller, from the Closing Date until the Existing Credit Support Instrument Release Condition with respect to the applicable Existing Credit Support Instruments is satisfied, the Buyer shall (i) take any actions to ensure that the applicable New Guarantee Bank Credit Support Instruments and the applicable Guarantee ECLs are in full force and effect and are not terminated (except in accordance with the terms of this Schedule 21 (Specified Credit Support Instruments) and in accordance with the terms of the Guarantee ECLs) or breached by the Buyer or any of its Affiliated Persons parties thereto and (ii) refrain from taking any actions expected to cause any of the applicable New Guarantee Bank Credit Support Instruments or either of the applicable Guarantee ECLs to be terminated, assigned or breached by the Buyer or any Acquired Entity, as applicable (except in accordance with the terms of this Schedule 21 (Specified Credit Support Instruments) and in accordance with the terms of the Guarantee ECLs).
(d) If the Existing Credit Support Instrument Release Condition with respect to an Existing Credit Support Instrument has not been satisfied at Closing, then, from and after Closing, the Buyer shall:
(i) continue to perform the Release Obligation with respect to such Existing Credit Support Instrument until the satisfaction of th...