Performance of Obligations by Affiliates Clause Samples

Performance of Obligations by Affiliates. To the extent applicable, each of the Parties hereby covenants and agrees to cause each of its Affiliates to duly and punctually perform and observe all of its respective obligations, commitments, undertakings, warranties, indemnities and covenants which may be necessary or advisable to consummate the transactions contemplated by this Agreement.

Performance of Obligations by Affiliates. Any obligation of a Seller under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Seller Parent’s sole and exclusive option, either by Seller Parent directly or by any Affiliate or designee of Seller Parent that Seller Parent causes to satisfy, meet or fulfill such obligation, in whole or in part. Any obligation of Buyer under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Buyer’s sole and exclusive option, either by Buyer directly or by any Affiliate or designee of Buyer that Buyer causes to satisfy, meet or fulfill such obligation, in whole or in part. With respect to any particular action, the use of the words “Seller Parent shall,” “Seller Parent agrees to,” “Sellers shall,” “Seller shall,” and any similar variation with respect to any action, also means “Seller Parent shall cause” the particular action to be performed, and the use of the words “Buyer shall,” “Buyer agrees to” and any similar variation with respect to any action, also means “Buyer shall cause” the particular action to be performed, because Seller Parent and Buyer each understand, agree and acknowledge that they are entering into this Agreement on behalf of themselves and certain of their respective Affiliates. Seller Parent guarantees the performance of all actions, agreements and obligations to be performed by any Subsidiaries or Affiliates of Seller Parent under the terms and conditions of this Agreement, and Buyer guarantees the performance of all actions, agreements and obligations to be performed by any Affiliates of Buyer under the terms and conditions of this Agreement, regardless of whether or not any such Person is a party hereto. In case Seller Parent undertakes any actions, agreements and obligations that should be performed by any Subsidiaries or Affiliates of Seller Parent under the terms and conditions of this Agreement, Seller Parent shall be deemed to be acting on behalf of such Subsidiaries or Affiliates.

Performance of Obligations by Affiliates. Any obligation of Seller under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Seller’s sole and exclusive option, either by Seller directly or by any Affiliate of Seller that Seller causes to satisfy, meet or fulfill such obligation, in whole or in part. Any obligation of Buyer under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Buyer’s sole and exclusive option, either by Buyer directly or by any Affiliate of Buyer that Buyer causes to satisfy, meet or fulfill such obligation, in whole or in part. With respect to any particular action, the use of the words “Seller will” also means “Seller will cause” the particular action to be performed, and the use of the words “Buyer will” also means “Buyer will cause” the particular action to be performed. Each of the Parties guarantees the performance of all actions, agreements and obligations to be performed by any Affiliates of such Party under the terms and conditions of this Agreement.

Performance of Obligations by Affiliates. Any obligation of a Party under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at the Party’s sole and exclusive option, either by such Party directly or by any Affiliates of such Party that the Party cause to satisfy, meet or fulfill such obligation in whole or in part. With respect to any particular action, the use of the words “Purchaser shall” also means “Purchaser shall cause” the particular action to be performed, and the use of the words “Seller shall” also means “Seller shall cause” the particular action to be performed. Each of the Purchaser and the Seller guarantee the performance of all actions, agreements and obligations to be performed by any of their respective Affiliates under the terms and conditions of this Agreement.

Performance of Obligations by Affiliates. Any obligation of a Party under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at such Party’s sole and exclusive option, either by such Party directly, or by any Affiliate of such Party that such Party causes to satisfy, meet or fulfill such obligation, in whole or in part. Notwithstanding the foregoing, this Section 1.3 shall not be construed to relieve any Party from any of its obligations under this Agreement. Purchaser shall be entitled to rely on performance or notice given by any Seller or any Affiliate of any Seller with respect to the Sellers’ obligations hereunder, as performance or notice by all Sellers hereunder.

Performance of Obligations by Affiliates. Any obligation of Sellers under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Sellers’ sole and exclusive option, either by a Seller directly, or by any Affiliate or designee of such Seller that such Seller causes to satisfy, meet or fulfill such obligation, in whole or in part. Any obligation of Purchasers under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Purchasers’ sole and exclusive option, either by a Purchaser directly, or by any Affiliate or designee of such Purchaser that such Purchaser causes to satisfy, meet or fulfill such obligation, in whole or in part. Similarly, with respect to any particular action, the use of the words “Sellers shall” also shall mean “Sellers shall cause” the particular action to be performed, and the use of the words “Purchasers shall” also shall mean “Purchasers shall cause” the particular action to be performed. Notwithstanding the foregoing, this Section 1.3 shall not be construed to relieve either Sellers or Purchasers from any of their respective obligations under this Agreement.

Performance of Obligations by Affiliates. To the extent that any of the Acquired Assets are under the control of any Affiliate of a Seller, the Sellers shall cause such Affiliate to promptly take such legal or other action and sign all such documents as may be necessary to consummate the transfer to Buyer of such Acquired Assets in accordance with the terms of this Agreement. Notwithstanding the foregoing, this Section 2.6 shall not be construed to relieve any Seller from any of its obligations under this Agreement and the Sellers shall be jointly and severally liable to all obligations under this Agreement including the obligation to transfer to the Buyer all Acquired Assets.

Performance of Obligations by Affiliates. Any obligation of Abbott under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at ▇▇▇▇▇▇’▇ sole and exclusive option, either by Abbott directly or by any Affiliate of Abbott that Abbott causes to satisfy, meet or fulfill such obligation in whole or in part. Any obligation of GE under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at GE’s sole and exclusive option, either by GE directly or by any Affiliate that GE causes to satisfy, meet or fulfill such obligation, in whole or in part. With respect to any particular action, the use of the words “Abbott shall” also means “Abbott shall cause” the particular action to be performed, and the use of the words “GE shall” also means “GE shall cause” the particular action to be performed. Each of Abbott and GE guarantees the performance of all actions, agreements and obligations to be performed by any of their respective Affiliates under the terms and conditions of this Agreement.

Performance of Obligations by Affiliates. Any obligation of Seller under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Seller’s sole and exclusive option, either by Seller directly or by any Affiliate of Seller that Seller causes to satisfy, meet or fulfill such obligation, in whole or in part; provided, that no such action shall relieve Seller of any obligation under this Agreement. Any obligation of Buyer under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at Buyer’s sole and exclusive option, either by Buyer directly or by any Affiliate of Buyer that Buyer causes to satisfy, meet or fulfill such obligation, in whole or in part; provided, that no such action shall relieve Buyer of any obligation under this Agreement. With respect to any particular action, the use of the words “Seller shall” and “Seller agrees to,” and any similar variation with respect to any action, also means “Seller shall cause” the particular action to be performed, and the use of the words “Buyer shall,” “Buyer agrees to” and any similar variation with respect to any action, also means “Buyer shall cause” the particular action to be performed, irrespective of whether an Affiliate is referenced in that particular instance, because Seller and Buyer each understand, agree and acknowledge that they are entering into this Agreement on behalf of themselves and certain of their respective Affiliates. In case Seller undertakes any actions, agreements and obligations that should be performed by any Affiliates of Seller under the terms and conditions of this Agreement, Seller shall be deemed to be acting on behalf of such Affiliates.