Bidder’ obligations Sample Clauses

Bidder’ obligations. Bidder must take all steps reasonably necessary to implement the Schemes as soon as is reasonably practicable and use all reasonable endeavours to do so in accordance with the Timetable and otherwise on and subject to the terms of this deed. Without limiting the foregoing, Bidder must: (a) Prepare Bidder Information: as soon as practicable after the date of this deed: (i) prepare the Bidder Information for inclusion in the Scheme Booklet in accordance with all applicable laws, including the Corporations Act and Corporations Regulations, ASIC Regulatory Guide 60, ASIC Regulatory Guide 74, Takeovers Panel guidance notes and the Listing Rules; and (ii) provide APD with drafts of the Bidder Information and consider in good faith any reasonable comments provided by or on behalf of APD in a timely manner; (b) Final form of Bidder Information: provide to APD the Bidder Information (including drafts thereof) in a form appropriate for inclusion in the Scheme Booklet; (c) Assistance with Scheme Booklet and Court Documents: provide any assistance or information reasonably requested by APD or its Representatives in connection with the preparation of the Scheme Booklet (including any supplementary disclosure to APD Securityholders) or any Court Documents, including reviewing drafts of the Scheme Booklet and Court Documents provided by or on behalf of APD and promptly providing comments in good faith;
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Bidder’ obligations. 6.1 LO2A – CVR Agreement (a) Prior to the Closing Date, at a date and time determined by the Bidder Board (the “CVR Date”), Bidder securityholders of record at such date and time shall each be entitled to one CVR issued by Bidder in accordance with the terms and conditions of the CVR Agreement. At or prior to the CVR Date, Bidder and Target shall execute and deliver, together with the CVR agent and other signatories thereto, the CVR Agreement and Bidder shall distribute the Bidder CVRs (the “CVR Distribution”). (b) Target shall cooperate with Bidder in the CVR Distribution. (c) For the sake of clarity, nothing herein shall preclude Bidder (or any of its Related Entities) from discussing, negotiating or entering into any LO2A Agreement or otherwise monetizing the LO2A Business (as such terms are defined in the CVR Agreement) and/or selling or committing to sell any BBG Assets. 6.2 Bidders Directors’ Approval of the Offer Bidder represents and warrants that: (a) Bidder Directors have met and considered the possibility of Bidder agreeing to make the Takeover Bid; and (b) all Bidder Directors have approved this Agreement, including making the Offer in accordance with the terms and conditions hereunder. 6.3 Conduct of Bidder during Pre-Closing Period During the Pre-Closing Period: (a) Bidder must, and must procure that each other Bidder Group Member: (i) conduct their business in its usual and ordinary course and on a basis consistent with past practice or as may be required in order to satisfy a specific requirement of a Regulatory Agency; and (ii) preserve and maintain the value of their assets; and (b) Bidder must not issue any (A) Bidder Shares except (i) as a consequence of the exercise or conversion of Bidder Options if such Bidder Options were disclosed in clause 11.1(i) of the Bidder Disclosure Letter or (ii) in accordance with the PIPE Agreements, or (B) Bidder Options; (c) Bidder must, and must procure that each other Bidder Group Member: (i) promptly pass to Target any notice or communication from any Regulatory Agency or third party in any way affecting or potentially affecting the Bidder Assets; and (ii) comply, in all material respects, with applicable laws consistent with past practice; and (d) Bidder must procure that, in respect of Bidder and each other Bidder Group Member, except if as a result of an existing commitment that is expressly disclosed in the Bidder Disclosure Letter: (i) no dividend or other distribution of profits or assets (incl...
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Bidder’ obligations. Without limiting clause 2, Bidder must: (a) provide all assistance and information reasonably requested by Xxxxxxx to enable it to prepare the Scheme Booklet Supplement; (b) provide all assistance and information reasonably requested by the Independent Adviser to enable it to prepare the IAR Supplement; (c) as soon as practicable after receipt of any draft of any New Meeting Materials from Pushpay, review and provide comments on that draft; (d) before the New Meeting Materials are sent to Shareholders in accordance with clause 5.1(ff)(iii)(B): (i) deliver to Pushpay written consent from the Bidder to the inclusion of any Bidder Information in the Scheme Booklet Supplement in the form and context it appears; (ii) confirm to Pushpay the accuracy and completeness of any Bidder Information in the Scheme Booklet Supplement, including that it does not contain any material statement that is false or misleading in a material respect including because of any omission; (e) notify Pushpay if the Bidder becomes aware at any time that any part of the Bidder Information is misleading or deceptive in a material respect, including by omission, and if the Bidder provides such notification, Pushpay will comply with clause 4A.1(i); and (f) procure that it is represented by counsel at the Court hearings convened for the purposes of considering the New Orders and the Final Orders (it being understood, for the avoidance of doubt, that Xxxxxxx will prepare the Court documentation for the New Orders and Final Orders).
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Bidder’ obligations. Without limiting clause 2, Bidder must:
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Bidder’ obligations. Bidder must take all steps reasonably necessary to implement the Scheme in accordance with the Timetable and otherwise on and subject to the terms of this deed. Without limiting the foregoing, Bidder must (to the fullest extent applicable): (a) (prepare Bidder Information) (i) as soon as reasonably practicable after the date of this deed, prepare the Bidder Information for inclusion in the Scheme Booklet in accordance with all applicable laws, including the Corporations Act, Corporations Regulations, RG 60, the Listing Rules and Canadian securities laws; and (ii) provide Xxxxxx with drafts of the Bidder Information and, acting reasonably and in good faith, take into account any reasonable comments from Xxxxxx and its Representatives on those drafts, where such comments are provided in a timely manner; (b) (assistance with Scheme Booklet and Court Documents) provide any assistance or information reasonably requested by Xxxxxx or its Representatives in connection with the preparation of the Scheme Booklet (including any supplementary disclosure to Aurora Shareholders) or any Court Documents; (c) (Independent Expert’s Report) provide any assistance or information reasonably requested by Xxxxxx or its Representatives, or by the Independent Expert directly, in connection with the preparation of the Independent Expert’s Report (and any update to that report); (d) (confirmation of Bidder Information) as soon as reasonably practicable after Xxxxxx requests that it do so and having regard to the Timetable, confirm in writing to Aurora that: (i) it consents to the inclusion of the Bidder Information in the Scheme Booklet, in the form and context in which it appears; and (ii) the Bidder Information, in that form and context, is not misleading or deceptive in any material respect (whether by omission or otherwise); (e) (update Bidder Information) promptly advise Xxxxxx in writing if it becomes aware: (i) of information which should have been included in any Bidder Information previously provided to Aurora (including if known at the time); or (ii) that any Bidder Information previously provided to Aurora is misleading or deceptive in any material respect (whether by omission or otherwise), and promptly provide Aurora with any information required to correct the misleading or deceptive statements; (f) (conditions precedent certificate) before 8:00am on the Second Court Date, provide to Aurora for provision to the Court at the Second Court Hearing a certificate confirmin...
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Bidder’ obligations 
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Related to Bidder’ obligations

  • Developer Obligations In accordance with applicable NYISO requirements, Developer shall maintain satisfactory operating communications with Connecting Transmission Owner and NYISO. Developer shall provide standard voice line, dedicated voice line and facsimile communications at its Large Generating Facility control room or central dispatch facility through use of either the public telephone system, or a voice communications system that does not rely on the public telephone system. Developer shall also provide the dedicated data circuit(s) necessary to provide Developer data to Connecting Transmission Owner and NYISO as set forth in Appendix D hereto. The data circuit(s) shall extend from the Large Generating Facility to the location(s) specified by Connecting Transmission Owner and NYISO. Any required maintenance of such communications equipment shall be performed by Developer. Operational communications shall be activated and maintained under, but not be limited to, the following events: system paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances, and hourly and daily load data.

  • 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).

  • USER OBLIGATIONS As a user of the Website or Services, You may be asked to register with Us. When You do so, You will choose a user identifier, which may be Your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, Your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the Website and Services. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information. Providing false or inaccurate information, or using the Website or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.

  • Buyer Obligations In the event of any termination hereunder, Buyer shall return all documents and other materials furnished by Seller with respect to the Hospital Campus Real Property. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties hereunder. Buyer shall keep the Hospital Campus Real Property free and clear of all mechanics’ or materialmen’s liens arising from or related to Buyer’s due diligence efforts and shall take all necessary actions, at Buyer’s sole cost and expense, to remove any such liens that encumber the Hospital Campus Real Property to the extent that the existence of such liens shall have a material adverse effect on Seller (including, without limitation, causing Seller to be in default of any of its obligations or agreements), the Hospital Campus Real Property (or any portion thereof) or the Licensed Operations.

  • Supplier Obligations 2.1 Deliverables Supplier agrees to supply, and Xxxxx NZT agrees to acquire, the Deliverables subject to and in accordance with the terms of the Agreement. 2.2 Performance standards Supplier will perform its obligations under the Agreement in a timely manner and in accordance with Good Industry Practice. 2.3 Laws, licences and approvals In carrying out its activities in connection with this Agreement, Supplier will comply with all applicable Laws and will not commit any act or omit to do anything that causes or has the potential to cause Spark NZT to breach any Laws. Supplier will have all the licences, consents and approvals needed to supply the Deliverables and perform and observe its other obligations in accordance with the Agreement. 2.4 Requirements Supplier will provide the Deliverables to Spark NZT free of Defects and in accordance with all applicable Requirements, Service Levels and timeframes for delivery set out in a Side Letter or PO. 2.5 Co-operation Supplier will co-operate in good faith and in a timely manner with other Spark NZT suppliers, and if reasonably requested by Spark NZT, will provide information and assistance as necessary to facilitate the supply of goods or services to Spark NZT by those suppliers. A breach of this clause will be deemed a material breach of the Agreement. 2.6 Policies Supplier will use its best endeavours to follow Spark NZT’s applicable policies as provided to Supplier in writing from time to time, and a persistent or material breach of any of those policies will constitute a material breach of the Agreement. Supplier will advise Spark NZT immediately that it becomes aware that it has breached or is likely to have breached any of Spark NZT’s policies including if Spark NZT’s security has been compromised. 2.7 Key Personnel Supplier will assign the Key Personnel to the corresponding roles specified in the Agreement, and will not re-assign those Key Personnel without Spark NZT’s prior written consent, not to be unreasonably withheld or delayed. 2.8 Documentation Accompanying each Deliverable, Supplier will provide Spark NZT with corresponding Documentation. Supplier will ensure that the Documentation includes a complete set of operating, technical and user manuals with a level of specificity to enable a reasonably competent user to make effective use of each Deliverable. If Spark NZT discovers any error in the Documentation, Spark NZT may notify Supplier in writing of the error and Supplier will promptly correct it and provide Spark NZT with amended Documentation at no additional cost to Spark NZT. Spark NZT may copy Documentation as reasonably necessary to enable Spark NZT to enjoy the benefit of the Deliverables in accordance with the Agreement. 2.9 Information Supplier will prepare, and retain during the term of the Agreement and for a reasonable period afterwards, accurate records and accounts in relation to all material aspects of its activities under the Agreement, including the Charges and Deliverables, in each case to a level of detail, completeness and accuracy consistent with Good Industry Practice and any relevant terms in this Agreement.

  • Provider Obligations A. PROVIDER will perform the Services in accordance with the standards of care, skill, and diligence expected of a qualified, competent and experienced professional in the provision of the type of services required under this Agreement. B. PROVIDER will obtain, maintain in effect, and pay the cost for all licenses, permits, or certifications that may be necessary for PROVIDER’s performance of this Agreement. C. PROVIDER represents and warrants that there are no obligations, commitments, third party rights, or impediments of any kind that will limit or prevent PROVIDER’s performance of the Services.

  • 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.

  • Owner Obligations 1. Ownership is defined as the original purchaser of the floor; original proof of purchase may be required for a claim; this warranty is non-transferrable. 2. The original Owner must submit notice of all claims under this warranty to Mohawk Group within a reasonable time after discovery of the alleged defect and within the specified warranty period. All claims not made in writing and received by Mohawk within the time period specified above shall be deemed waived. 3. Claims must be submitted to xxx.xxxxxxxxxxxxx.xxx, or by email or phone at xxxxxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx or 0-000-000-0000. 4. Mohawk reserves the right to require physical access to damaged floor for visual inspection and/or request images of the defective flooring; If Mohawk Group determines that carpet is to be replaced or repaired under the terms of this warranty, all areas must be free of all equipment, furnishings, partitions, and the like at the Owner’s expense.

  • Prior Obligations I represent that my performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party.

  • Subscriber Obligations The Subscriber must: (a) notify XXXX in writing as soon as reasonably practicable after it becomes aware of any claim under clause 13.1 of this Participation Agreement; (b) on leave being granted by a court, give XXXX the option to conduct the defence of such a claim, including negotiations for settlement or compromise prior to the institution of legal proceedings, provided that the Subscriber may direct XXXX in the conduct of the defence or settlement of any claim to the extent reasonably necessary: (i) to the extent reasonable, to protect the reputation of the Subscriber; and/or (ii) to ensure the Subscriber continuity of the use of the Services in accordance with the Participation Agreement; and/or (iii) to determine the amount of any settlement sum to be granted; (c) provide XXXX with reasonable assistance in conducting the defence of such a claim, subject to the Subscriber being reimbursed by XXXX for the costs of providing such assistance; (d) permit XXXX to modify, alter or substitute the infringing part of the Services, at its own expense, to render the Services non-infringing; and (e) authorise XXXX to negotiate and procure on behalf of the Subscriber a licence or other authority to enable the Subscriber to continue the use of the Services.

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