Buyers Required Consents means the consents specified in Section 4.03 of the Buyer Disclosure Letter.
Buyer shall purchase from Seller or an Affiliate of Seller, Tooling, (as defined herein), for use in Sellers Production Facility solely for the manufacture of the Components hereunder. For the purposes of this Agreement, the term Tooling shall mean all of the molds, including the associated plugs and fixtures, and any other tools or capital equipment listed under First Mold and Second Mold in Appendix Id. Within [ ] of the Effective Date of this Agreement, Buyer agrees to deliver [ ] firm purchase orders for the purchase of the Tooling at the prices set forth in Appendix Id. At any time on or after title transfers to Buyer or complete payment by Buyer to Seller of any piece of Tooling, Seller shall, upon request from Buyer, execute and deliver to Buyer such bills of sale, instruments of conveyance, certificates or other documentation and take such other actions as Buyer may reasonably request in order to confirm and complete transfer ownership of such Tooling from Seller to Buyer. In addition, Buyer may provide to Seller tooling, tools or capital equipment determined by Buyer and Seller to be suitable for use in the Production Facility and Storage Yard (Buyer Provided Tooling). The terms and conditions relating to use of any Buyer Provided Tooling shall be made by means of an amendment to this Agreement. Except for repairs or replacements as set forth below, Buyer shall have no further obligation to purchase or provide Tooling for the manufacture of the Components.
Buyer shall initiate payment on or before [ ] (the [ ] Net Due Date). An early payment discount of [ ] shall be applied if Buyer initiates payment within [ ] period before the [ ] Net Due Date that payment is initiated by Buyer.
The Buyer shall indemnify and hold the Shareholders harmless from any and all Damages resulting from # any breach of any representation or warranty made by the Buyer in this Agreement or in any Transaction Document and # any breach by the Buyer of any covenant, agreement or obligation of the Buyer contained in this Agreement or any Transaction Document.
Pursuant to verbal agreement of Buyer and Seller, Seller has agreed to assign to Buyer all of its accounts receivable as of the Effective Date, which will be reported to Buyer on the Effective Date (the A/R). In consideration for such assignment of the A/R, Buyer has agreed to assume and pay all of Sellers trade accounts payable as of the Effective Date, which will be reported to Buyer on the Effective Date (the A/P).
The wind turbine blade specified in Buyers [......] and described in the specifications previously delivered to the Seller, which specifications may be changed by Buyer from time to time, and such other goods and pricing as the parties may agree, which will be evidenced by the issuance of a PO for such goods and at the stated PO price by Buyer. Buyer and Seller shall mutually agree on the specifications for the wind turbine blade specified in Buyers [......].
INCORPORATION BY BUYER: It is acknowledged and agreed that Buyer may elect to incorporate. In such event, the Buyer shall assign this Contract to the newly formed corporation. Buyer shall cause the corporation to ratify and adopt the terms and conditions of this Contract. The original Buyer shall continue to be personally liable for the performance of the terms, covenants and conditions herein. In the event the Buyer is a corporation, the signatory to this Agreement shall, in addition to the corporation, be personally liable for the performance of the terms, conditions and covenants contained herein.
(i) With regard to Tooling required to produce [......] Components sourced from [......], Buyer shall provide all such Buyer Provided Tooling necessary to commence production, including POs for any required Seller Provided Tooling in accordance with, but not to exceed the pricing quoted in Appendix 5B within [......] of signing this Agreement, , it being understood by Buyer that Sellers performance obligations to produce such [......] Components are contingent upon its timely receipt of such Buyer Provided Tooling and, if necessary, Seller Provided Tooling orders. Buyer hereby authorizes Seller to effect any repairs necessary to the Buyer Provided Tooling sourced from [......], including any necessary repairs to the skin mold control system, at Sellers sole cost . Buyer also agrees to deliver any and all Buyer Provided Tooling sourced from [......] to Seller by no later than [......]. Buyer hereby agrees that all warranties to Buyer from third-party vendors for Buyer Provided Tooling shall inure to the benefit of Seller. Any delays in the delivery of the Buyer Provided Tooling required for [......] Component production, or in the placement of POs for Seller Provided Tooling that is required in connection therewith, shall result in an equal, ratable delay in the production and delivery timeline of [......] Components to Seller in 2013 and 2014 as set forth in [Appendix 5A], provided that Seller shall use commercially reasonable efforts to overcome any such delays.
Section # Full Disclosure ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER [Section 4.01] Organization and Authority of Buyer
2.3 Buyer Deliverable Documents. At the Closing, Buyer shall undertake or cause to be undertaken the following:
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