Property Condition Seller agrees to maintain the Property in its current condition, subject to ordinary wear and tear, from the time this Agreement comes into effect until the Closing. Buyer recognizes that the Seller, along with any licensed real estate agent(s) involved in this transaction, make no claims as to the validity of any property disclosure information. Buyer is required to perform their own inspections, tests, and investigations to verify any information provided by the Seller. Afterward, the Buyer shall submit copies of all tests and reports to the Seller at no cost.
Delivery Conditions Each delivery of the Goods shall be accompanied with a delivery note, which shall be confirmed by both Parties upon handover and takeover of the Goods, and shall be used as the Goods handover protocol. The delivery note shall contain: identification data of the Seller and the Buyer, the number and date of issue of the Delivery Note, position/serial number according to the Contract; contract number; Material code according to IS in STC format; the number of the supplied units without defects with a divided according to individual types, the number of delivered pieces of defective Prelaminates according to paragraph 5 of this article, the total number of Prelaminates delivered, place and date of handover and acceptance (hereinafter the "delivery note") The Seller shall notify the Buyer to the e-mail address: ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇ the expected date and time when the Goods will be delivered to the Buyer's address, at least 2 working days before the day of dispatch from the Seller's plant. In the event that the Seller uses a carrier that allows you to monitor the status of the delivery, the Seller will also send the Buyer the number of the bill of lading. The Seller shall immediately inform the Buyer about expected failure to arrive on time in order to solve this situation. The Seller shall deliver the Goods on business days and during the Buyer's regular working hours, i.e. between 6:00 a.m. and 2:00 p.m., unless stipulated otherwise by the Buyer. Outside these hours, it is only possible to receive Goods following a previous agreement made over the phone between the Seller and the Buyer's representative stated in this Contract. Within a single delivery must not content:
a) the number of defective Prelaminates higher than 2% of the total number of Prelaminates delivered,
b) no sheet in the format of 3x7 positions, on which the number of defective Prelaminates will be greater than 2, Within one partial delivery, the tolerance of the number of delivered Prelaminates is +/- 3% of the ordered number of Prelaminates. The Seller undertakes to provide the subject of performance for transport and subsequent storage in a manner that is usual for this type of subject of performance in business relations so as to ensure the preservation, protection and quality of the subject of performance. Each delivered consignment will be properly marked with the indication of the subject of performance, the manufacturer and information about its weight. The performance of the Seller is considered fulfilled if it is delivered on time and properly, i.e. free of any defects in quantity in accordance with the agreement of the Parties under paragraph 6 of this article, quality or legal defects, including accompanying written documents. The ownership title to the Goods supplied on the basis of this Contract shall pass on the Buyer at the moment of takeover of the Goods, i.e. at the moment the handover protocol for the Goods (delivery note) is signed by the Buyer. The risk of damage to the Goods shall pass to the Buyer at the same moment.
Satisfaction Surveys In order to assess the level of performance of the Supplier, the Customer may undertake satisfaction surveys in respect of the Supplier's provision of the Services. The Customer shall be entitled to notify the Supplier of any aspects of their performance of the provision of the Services which the responses to the Satisfaction Surveys reasonably suggest are not in accordance with this Call Off Contract. All other suggestions for improvements to the provision of Services shall be dealt with as part of the continuous improvement programme pursuant to Clause 17 of this Call Off Contract (Continuous Improvement). 12/08/2013 [ ]
Seller’s Conditions Notwithstanding any other provision of this Agreement, the obligation of Seller to consummate the Transactions shall be subject to and conditioned upon the following:
(i) Buyer’s representations and warranties being true and correct in all material respects as of the Closing and Buyer shall have delivered all documents required to be delivered by Buyer pursuant to Paragraph 5(b) below.
(ii) The satisfaction of the [REDACTED] Waiver Condition. In the event the [REDACTED] Waiver Condition is not satisfied at or prior to Closing, then Seller may elect to either (a) terminate this Agreement with respect to the Commerce Property (but not the other Properties), in which event the Purchase Price shall be reduced by the Allocated Purchase Price for the Commerce Property, neither party shall have any further liability or obligation under this Agreement with respect to the Commerce Property (except for the provisions of this Agreement which recite that they survive termination), and the Closing shall proceed with respect to all other Properties, or (b) elect to continue this Agreement in full force and effect with respect to the Commerce Property. If any condition to Seller’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date or other applicable date (other than the condition to Closing set forth in Paragraph 3(g)(ii) for which Seller’s rights for such failure of the condition to Closing are set forth therein), Seller shall have the right to (i) nevertheless proceed to Closing, notwithstanding the non-satisfaction of such condition, in which event Seller shall be conclusively deemed to have waived any such condition, or (ii) terminate this Agreement upon written notice to Buyer prior to Closing, in which case the provisions of Paragraph 3(f) shall apply.
Purchaser’s Conditions 2.1 Each of the Seller Warranties and each of the Promoter Warranties (disregarding any reference to materiality or Material Adverse Effect contained therein) shall be true and correct when made and as of the Completion Date as though made at such date (except that any Seller Warranties and any Promoter Warranties that are made as of a specified date shall be true and correct only as of such specified date), in each case except where any failure of such Seller Warranties and Promoter Warranties to be so true and correct is not, a Material Adverse Effect, provided however that each of the Fundamental Seller Warranties and the Fundamental Promoter Warranties shall be true and correct in all respects when made and as of the Completion Date.
2.2 There being no breach of the obligations (and for the avoidance of doubt excluding breach of a Seller Warranty or a Promoter Warranty) required to be performed under this Agreement which would individually or in aggregate constitute a material breach of this Agreement at Completion.
2.3 No Material Adverse Effect has occurred since the date of this Agreement and continues to exist at Completion.
2.4 The consents and amendments set out in Appendix 16 shall have been obtained in accordance with Appendix 16.
2.5 The Novations set forth in paragraph (A) (1) and (2) of Appendix 17 shall have been effected to the reasonable satisfaction of the Purchaser in the manner contemplated in Appendix 17.
2.6 Such number of Senior Management Contracts as the Parties agree in writing shall have been entered into and not terminated, and such number of Senior Managers shall still be able to work.
2.7 The Final Individual Accounts will not show a material adverse difference from the Draft Individual Accounts, when taken in the context of the Group as a whole.
2.8 The Final Limited Review Accounts will not show a material adverse difference from the Draft Limited Review Accounts.
2.9 The Identified *** Assets shall have been transferred to the Company.