Delayed Transfer Obligations Clause Samples

Delayed Transfer Obligations. To the extent that any assumed Liability, other than an assumed Liability in respect of Employees, is not capable of being transferred without the approval, consent or waiver of any Third Party, if any such Third Party does not provide approval, consent, or waiver (all such Assumed Liabilities being collectively referred to in this Agreement as “Delayed Transfer Liabilities”), this Agreement shall not constitute an agreement to assume any Delayed Transfer Liabilities unless and until such approval, consent or waiver has been obtained. After the Closing and until all Delayed Transfer Liabilities are assumed by the Purchaser, the Vendor shall hold the Delayed Transfer Liabilities in trust for the Purchaser and the Purchaser shall: (a) as a subcontractor to the Vendor at the Purchaser’s expense, perform all Delayed Transfer Liabilities for and on behalf of the Vendor, in compliance with the terms and provisions of or relating to such Delayed Transfer Liabilities; and (b) co-operate with the Vendor, at the Purchaser’s expense, in any reasonable and lawful arrangements designed to have the Purchaser assume the Delayed Transfer Liabilities.
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Related to Delayed Transfer Obligations

  • 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.

  • Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.

  • Purchaser Obligations EXPIRATION. Upon expiration of this Participating Addendum, Purchaser shall accept and take delivery of all outstanding and not yet fulfilled Purchase Orders and pay Contractor the price as set out in the Master Agreement. Notwithstanding any provision to the contrary, in no event shall a Purchaser’s Purchase Order pursuant to this Participating Addendum that is executed prior to expiration of this Participating Addendum allow for Contractor to provide Goods and/or Services more than twelve (12) months beyond the expiration date of the Master Agreement.

  • Service Provider Obligations Service Provider shall make the Software and the Services required for provisioning the Software (Software and Services hereinafter together and individually may also be referred to as “Service” or “Services”) available to Customer as described in the Services Description and in the Services Specific Terms (together hereinafter referred to as “Services Description”) referenced in the Order Forms and according to the terms and conditions of this Agreement. Service Provider may amend the Services from time to time, provided that such amendments shall not materially diminish the overall Service. Service Provider aims to provide the Software access to Customer within two (2) working days upon the Effective Date, unless otherwise set forth in the Services Description. The Software may consist of a web application provided to Customer in form of a software as a service solution and a mobile application to be installed by Customer on its mobile device. The agreed scope and quality of the Services is exclusively set forth in the Services Description. Public statements concerning the Service made by Service Provider or its agents will only take form when expressively confirmed by Service Provider in writing. Notwithstanding section 7.1, information and specifications contained within the Services Description shall not qualify as warranty or guarantee with regards to the Service’s quality or as any other kind of guarantee, unless they have been confirmed as such by Service Provider in writing. Service Provider may update and improve the Services from time to time; any such Updates, meaning software that remedies "Defects" (as defined in section 7.4) in the Services and/or may include minor improvements of the Services, are included in the Agreement. In addition to Updates, Service Provider may offer Upgrades and/or Add-On Services to the Services, where “Upgrades” mean new capabilities or functionalities of the Services and “Add-On Services” either mean (i) new and/or additional functionality packages in form of separate modules to the Services, or (ii) integrations or connection applications with other Hilti or third party software applications. Upgrades and Add-On Services are only subject to the Agreement, if ordered separately and paid for by Customer, where additional terms and conditions may apply.

  • Holder Obligations (a) Each Holder that participates in a Registration shall furnish to the Company, upon its written request, such information as it may reasonably request in writing (i) regarding the proposed distribution by such Holder of the Registrable Securities held by such Holder and (ii) as required in connection with any registration (including an amendment to a registration statement or prospectus), qualification or compliance referred to in this Article III. (b) Upon receipt of any notice from the Company, or upon a Holder's otherwise becoming aware, of the happening of any event of the kind described in Section 3.1(j), such Holder shall discontinue its disposition of Registrable Securities pursuant to the registration statement relating to the offering and sale of such Registrable Securities until the receipt by such Holder of the supplemented or amended prospectus contemplated by Section 3.1(j). If so directed by the Company, such Holder shall deliver to the Company all copies other than permanent file copies then in possession of such Holder of the prospectus relating to the offering and sale of such Registrable Securities current at the time of receipt of such notice. In addition, each Holder shall immediately notify the Company, at any time during which a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which information previously furnished in writing by such Holder to the Company specifically for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In the event that the Company or any such Holder shall give any such notice, the period referred to in Section 3.1(c) shall be extended by a number of days equal to the number of days during the period from and including the giving of notice pursuant to Section 3.1(c) to and including the date on which such Holder receives copies of the supplemented or amended prospectus contemplated by Section 3.1(c).