Buyer Obligations Clause Examples

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, Buyer assumes all risk and liability for loss or damage resulting from the handling, storage, use, or application of the Product and containers delivered hereunder. Buyer agrees to familiarize itself and keep informed (without reliance on Seller) concerning any hazards to persons and/or property involved in handling and using such Product and containers. Buyer shall advise its employees, customers, agents, distributors, consultants, independent contractors and others who handle or use, or may foreseeably handle or use, such Product, of any hazards. Buyer hereby agrees to indemnify, defend and hold Seller, its subsidiaries and affiliates and their respective directors, officers, shareholders, employees, agents, successors and assigns, harmless from and against any and all liabilities, losses, costs or damages, including reasonable attorneys’ fees, resulting from claims (unless finally determined to be the result of the gross negligence or willful misconduct of Seller) resulting from (a) use or handling of the Product by Buyer or its affiliates, whether or not the Product is combined with any other materials, substances or equipment or is used in any manufacturing process; (b) failure of Buyer or its affiliates to comply with laws; (c) misappropriation and/or infringement of intellectual property rights, including but not limited to patent, trademark or copyright infringement, resulting from use or handling of the Product by Buyer or its affiliates (for purposes of this Section, any reference to Buyer and its affiliates shall include Buyer’s and its affiliates’ officers, directors, employees, agents and representatives). In the event that Seller brings an action to enforce its rights under these T&Cs, and is successful in such action, Seller shall be entitled to reimbursement from Buyer of all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) to enforce its rights hereunder.

Buyer Obligations. The Buyer shall use reasonable best efforts to effect the registration of the Registrable Securities in accordance with the terms hereof, and pursuant thereto the Buyer will: (a) use reasonable best efforts to cause such Registration Statement to remain continuously effective for a period that will terminate upon the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement as amended from time to time, have been sold, (ii) the date on which all Registrable Securities covered by such Registration Statement (other than with respect to Registrable Securities owned by Affiliates of the Buyer) may be sold pursuant to Rule 144 without being subject to any volume limitation or (iii) one year from the closing of the Merger Agreement (the “Effectiveness Period”); (b) use reasonable best efforts to prepare and file with the SEC such amendments, post-effective amendments and prospectus supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective, supplemented and amended for the Effectiveness Period and to comply with the provisions of the Securities Act and the Exchange Act with respect to the distribution of all of the Registrable Securities covered thereby; (c) in connection with an Underwritten Offering, if requested by the managing underwriter(s), if any, or the Sellers’ Representative on behalf of any Holder, promptly include in a prospectus supplement, post-effective amendment or Issuer Free Writing Prospectus such information as the managing underwriter(s), if any, or any such Holder, through the Sellers’ Representative, may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement, such post-effective amendment or Issuer Free Writing Prospectus as soon as practicable after the Buyer has received such request; (d) provide to the Sellers’ Representative copies of the Registration Statement and all amendments and supplements thereto (other than reports and proxy statements filed by the Buyer under the Exchange Act that are incorporated by reference in the Registration Statement or the Prospectus) no fewer than two Business Days prior to their filing with the SEC; (e) furnish to the Sellers’ Representative, and each managing underwriter, if any, without charge, (A) promptly after the same is prepared and publicly distribu...

Buyer Obligations. The term "Buyer Obligations" shall have the meaning set forth in Section 8.2.

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. 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. 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. The Buyer will: