Exceptions from Buyer's Obligation Sample Clauses

Exceptions from Buyer's Obligation. (A) Buyer's obligation to accept and pay for Electricity from Seller shall be suspended: (1) during any period in which Seller fails to satisfy conditions, imposed on Seller by the PSC in its approval of this Agreement under Article 2.3, to full recovery by Buyer, through its fuel adjustment clause, of payments made by Buyer to Seller under this Agreement; and (2) during any period in which Seller fails to comply with the requirements specified in Articles 18.2 and 18.3 (relating to insurance). (B) Buyer's obligation to accept Electricity from Seller shall be suspended: (1) during such periods and under such conditions as shall be established by the PSC in Case 88-E-081; and (2) pursuant to Article 10 of this Agreement (relating to suspension).
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Related to Exceptions from Buyer's Obligation

  • Buyer's Obligations at Closing At Closing, Buyer shall:

  • Conditions to Seller’s Obligation Seller’s obligation to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) The average of the closing prices of a share of Buyer Common Stock on the NASDAQ Capital Market for the ten trading days immediately preceding the date that is two business days prior to the Closing Date (without regard to any after-market trading), is not less than $4.50; (ii) The Registration Statement shall have become effective under the Securities Act; (iii) The shares of Buyer Common Stock that will be issued to Seller shall have been approved for listing on the NASDAQ Capital Market, subject to official notice of issuance; (iv) The representations and warranties set forth in §3(b) above shall be true and correct in all material respects at and as of the Closing Date, except to the extent that such representations and warranties are qualified by the term “material,” or contains terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date; (v) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which case Buyer shall have performed and complied with all of such covenants (as so written, including the term “material” or “Material”) in all respects through the Closing; (vi) There shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (vii) Buyer shall have delivered to Seller a certificate to the effect that each of the conditions specified above in §§7(b)(iv) through 7(b)(vi) is satisfied in all respects; (viii) Seller shall have received from counsel to Buyer an opinion in form and substance as set forth in Exhibit D attached hereto, addressed to Seller, and dated as of the Closing Date; and (ix) All actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Seller. Seller may waive any condition specified in this §7(b) if it executes a writing so stating at or prior to the Closing.

  • Buyer’s Obligations 7.1 Buyer shall ensure that the terms of the Order and any information it provides in relation to the Goods or Services are complete and accurate. 7.2 Buyer will, and will procure that its Representatives will, only use or apply the Goods for the purposes and in the manner expressly set out in Seller’s written instructions (including e-mail instructions) (if any) supplied to Buyer in relation to the Goods (including any applicable Material Safety Data Sheets (“SDS”) or labelling information). . 7.3 Buyer acknowledges that it is familiar with the Goods and has been adequately warned by Seller of the risks associated with handling, transporting, using, storing and disposing of the Goods, including those set out in the SDS and packaging. Buyer further accepts its independent knowledge of such risks which are acknowledged and understood in Buyer’s industry and assumes all risks and responsibility for the handling or use of the Goods in any way and in combination with other substances. 7.4 Buyer shall not resell the Goods as they are in different packaging. If Buyer further processes or incorporates the Goods into another material or resells, exchanges and/or transfers the Goods to another jurisdiction, Buyer shall develop its own branded SDS and certificates of analysis consistent with the regulatory requirements of the jurisdiction(s) in which Buyer markers the final Goods. 7.5 In relation to Services, Buyer shall provide Seller and its Representatives, with access to Buyer's premises, as reasonably required by Seller to provide the Services; and Buyer shall prepare those premises and obtain and maintain at its own costs all necessary licences and consents which may be required for the Services.

  • Seller’s Obligations at Closing At the Closing Seller shall:

  • Conditions to Seller’s Obligations The obligations of Seller to consummate the transactions provided for hereby are subject, in the discretion of Seller, to the satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Seller: