Buyer's Obligation Sample Clauses

Buyer's Obligation. Buyer is liable for and shall pay, cause to be paid, or reimburse Seller if Seller has paid, all Taxes applicable to a purchase of Electric Energy arising at and from the Delivery Point(s), including any Taxes imposed or collected by a taxing authority with jurisdiction over Buyer. Buyer shall indemnify, defend and hold harmless Seller from any Claims for such Taxes.

Buyer's Obligation. The obligation of the Buyer to purchase the ------------------ Acquired Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (i) The representations and warranties of each of the Sellers and Seller Related Parties made in this Agreement shall be true and correct as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and each of the Sellers and Seller Related Parties shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by each of the Sellers and Seller Related Parties by the time of the Closing; and each of the Sellers and Seller Related Parties shall have delivered to the Closing Escrow Agent a certificate dated the Closing Date and signed by an authorized officer or representative of each of them, confirming the foregoing; (ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be in effect, and no statute, rule or regulation of any governmental authority of competent jurisdiction shall have been promulgated or enacted, as of the Closing which restrains or prohibits the purchase and sale of the Acquired Assets; (iii) The Buyer shall have concluded and, in its sole discretion, shall be satisfied with the results of, its due diligence investigation of the Sellers, the Seller Related Parties, the Acquired Business, the Acquired Assets and the Assumed Liabilities; (iv) There shall have been no material adverse changes in any of the Acquired Assets or the Acquired Business; (v) Each of the Sellers and the Buyer shall have obtained consents, in a form reasonably satisfactory to each of the Sellers and the Buyer, to the transactions contemplated hereby from the persons whose consent is required for the transfer or assignment to the Buyer of any of the Acquired Assets, including without limitation the consents required with respect to each of the agreements identified on Schedule 3(a)(vi); (vi) Each of the Sellers and the Franchisor shall have entered into agreements substantially in the form of Exhibit G providing for the termination of the Franchise Agreements and the subleases and the subleases, effective as of the Closing Date; (vii) The Buyer shall have received an opinion dated the Closing Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., counsel to the Sellers and the Seller Related Parties, substantially in the form of Exhibit H; (viii)...

Buyer's Obligation. The obligation of Buyer to purchase and pay for the Shares is subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions: (i) The representations and warranties of Seller made in this Agreement shall be true and correct in all material respects, as of the date hereof and as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, on and as of such earlier date), in each case except for breaches as to matters that, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect (as defined below). Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing. Seller shall have delivered to Buyer certificates dated the Closing Date and signed by the President and the Chief Financial Officer of GGI and the President of each of GHI and HIS confirming the foregoing. (ii) Buyer shall have received an opinion dated the Closing Date of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to Seller, substantially in the form of Exhibit A, and an opinion dated the Closing Date of ▇▇▇ ▇▇▇▇▇▇, General Counsel of Seller, substantially in the form of Exhibit B. The opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P. shall state that such firm has reviewed the opinion of ▇▇▇ ▇▇▇▇▇▇ and that such firm believes Buyer is justified in relying thereon. (iii) No statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity"), or other legal restraint or prohibition preventing the purchase and sale of the Shares shall be in effect. (iv) There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding (or by any other person any suit, action or proceeding which has a reasonable likelihood of success), (A) challenging or seeking to restrain or prohibit the purchase and sale of the Shares or any of the other transactions contemplated by this Agreement or see...

Buyer's Obligation. The Buyer agrees to take the puppy to a licensed veterinarian of his choice within 3 business days of purchase for a complete health examination. Should the dog be determined to be in ill health, the puppy shall be returned to the Seller, with a signed statement by the veterinarian. Full purchase price will be refunded.

Buyer's Obligation. ‌ In addition to the Purchase Price, Buyer shall be obligated to pay the amount of any property, privilege, license, sales, use, excise, gross receipts, value added, privilege or similar taxes or assessments applicable to the sale of the Work or to the use of the Work. Seller shall use all reasonable efforts to minimize the amount of such taxes and assessments payable by Buyer. All real or personal property taxes related to the Project shall be paid by Buyer and shall not be apportioned at the Closing.

Buyer's Obligation. Buyer(s) will: 22 a) Work exclusively with Broker for Purchase of property; 23 b) Provide Broker with accurate and relevant personal financial information to determine ▇▇▇▇▇’s ability to

Buyer's Obligation. The obligation of the Buyer to purchase the Acquired Assets is subject to the satisfaction (or waiver by the Buyer) as of the Closing of the following conditions: (i) The representations and warranties of the Seller made in this Agreement shall be true and correct as of the date hereof and on and as of the Closing, as though made on and as of the Closing Date, and the Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Seller by the time of the Closing; and the Seller shall have delivered to the Buyer a certificate dated the Closing Date, signed by an authorized officer or representative of the Seller, confirming the foregoing; (ii) No injunction or order of any court or administrative agency of competent jurisdiction shall be threatened or in effect, and no statute, rule or regulation of any governmental authority of competent jurisdiction shall have been promulgated or enacted, as of the Closing which restrains, prohibits or adversely affects the purchase and sale of the Acquired Assets; and (iii) The Buyer shall have completed the acquisition of all of the stock of Cookies USA, and shall have completed its senior notes offering in the current anticipated amount of $40,000,000.

Buyer's Obligation. The obligation of Buyer to purchase and pay for the Shares is subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions: (a) The representations and warranties of Seller (i) made in Sections 4.01, 4.03, 4.04 (the first sentence only), 4.05, 4.06(a), 4.06(b), 4.06(c) (the first sentence only), 4.06(d) and 4.20 of this Agreement shall be true and correct in all but de minimis respects, as of the date hereof and as of the time of the Closing as though made as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all but de minimis respects on and as of such earlier date), and (ii) made in this Agreement, other than those described in clause (i) above, shall be true and correct (disregarding all materiality and Material Adverse Effect qualifications contained therein), as of the date hereof and as of the time of the Closing as though made as of such time (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), except in the case of this clause (ii) where the failure to be so true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. Seller shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Seller by the time of the Closing. Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by an authorized officer of Seller confirming that the condition in this Section 3.01(a) has been satisfied. (b) No (i) statute, rule, regulation, executive order, decree or other legal restraint or prohibition shall be enacted, entered, promulgated, enforced or issued by any Governmental Entity and be in effect and (ii) temporary restraining order or preliminary or permanent injunction issued by any Governmental Entity in the United States shall be pending, issued or enforced and be in effect, in any case set forth in clauses (i) or (ii) above, that prevents the purchase and sale of the Shares. (c) Seller and its Affiliates shall have executed and delivered the other Transaction Documents to which it or they are a party. (d) The ASPV Acquis...

Buyer's Obligation. The obligations of Buyer to purchase and pay for the Assets are subject to the satisfaction (or waiver by Buyer) as of the Closing of the following conditions: (a) The representations and warranties of MagneTek made in this Agreement shall be true and correct in all material respects as of the date hereof and, except as specifically contemplated by this Agreement, on and as of the Closing, as though made on and as of the Closing Date, and Sellers shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Sellers by the time of the Closing; and Sellers shall have delivered to Buyer certificates dated the Closing Date and signed by an authorized officer of the respective Sellers confirming the foregoing. (b) Buyer shall have received an opinion dated the Closing Date of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to Sellers, as to the matters set forth in Exhibit B, and an opinion dated the Closing Date of ▇▇▇▇▇▇ ▇. Miley, Esq., General Counsel of MagneTek, as to the matters set forth in Exhibit C, which opinions shall be reasonably satisfactory in form to Buyer. (c) No injunction or order shall have been granted by any Governmental Authority that would restrain or prohibit any of the Transactions or that would impose damages as a result thereof, and no action or proceeding shall be pending before any Governmental Authority in which any Person seeks such a remedy (if in the opinion of counsel to Buyer there exists a reasonable risk of a materially adverse result in such pending action or proceeding).