Bidder’s obligations. Without limiting clause 2, the Bidder must:
(a) prepare and provide to Pushpay, for inclusion in the Scheme Booklet information:
(i) about the Bidder Group; and
(ii) equivalent to the information that would meet the requirements of Schedule 1 to the Takeovers Code, as required under the Schemes Guidance Note, the Companies Act and any other applicable laws or as requested or required by the Takeovers Panel in order for Pushpay to obtain from the Takeovers Panel a Letter of Intention and a No-objection Statement;
(b) provide Pushpay with successive drafts of the information referred to in clause 4.2(a) in a timely manner, to provide a reasonable opportunity for Pushpay to review those drafts and consider in good faith the reasonable comments of Pushpay and its Representatives when preparing revised drafts of that information (with the parties’ intention being that, so far as is practicable, the Scheme Booklet is finalised within 30 Business Days after the date on which the initial draft of the Scheme Booklet is provided by Xxxxxxx to the Bidder);
(c) provide all assistance and information reasonably requested by the Independent Adviser to enable it to prepare the Independent Adviser’s Report;
(d) as soon as practicable after receipt of any draft of the Scheme Booklet from Pushpay, review and provide comments on that draft;
(e) before Pushpay provides the Scheme Booklet to the Takeovers Panel in accordance with clause 4.1(e) and again before the Scheme Booklet is sent to Shareholders in accordance with clause 5.1(e)(ii), deliver to Pushpay written consent from the Bidder to the inclusion of the Bidder Information in the Scheme Booklet in the form and context it appears;
(f) notify Pushpay if the Bidder becomes aware at any time either:
(i) of new information which, had it been known at the time the Scheme Booklet was prepared, should have been included in the Bidder Information under any applicable law, the Schemes Guidance Note or any Takeovers Panel requirement in connection with the Letter of Intention contemplated by clause 5.1(a) or the No-objection Statement contemplated by clause 5.1(g); or
(ii) 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 4.1(i);
(g) procure that it is represented by counsel at the Court hearings convened for the purposes of considering the Initial Orders and the Final Orders (it being unde...
Bidder’s obligations. The Bidder declares that, prior to the conclusion of this Registration Contract, they have acquainted themselves with the wording of the Contract, including all Appendices.The Appendices to this contract represent Contractual Terms as set by § 1751 et seq. Act no. 89/2012 Coll., Civil Code. The Bidder further declares that they have acquainted themselves with the valid version of the Purchase Contract template and with the Contractual Terms of the Purchase Contract prior to their participation in the Auction, and also with other documents contained in the Auction Specifications, which specify contractual terms as set by § 1751 et seq. Act no. 89/2012 Coll., Civil Code, and that by their participation in the Auction, they confirm their agreement with the same. The Bidder will treat all auction specifications in all seriousness and all their submitted bids will be binding when accepted by the Auctioneer.The term of validity of the bid submitted during the Auction is 30 days from its submission. All information that the Bidder receives from the Auctioneer, the Seller or the Organizer regarding the Application and this Registration Contract, is confidential.The Bidder undertakes not to disclose this information to a third party. The Bidder further undertakes to meetthe minimum necessary requirementsto allow the submission of bids in the Auction via the Application, i.e.: • a functional and reliable Internet connection, a computer with a functional operating system and an Internet browser in accordance with the technical requirements set out in Appendix 1 of this Registration Contract. • an e-mail address to which notifications will be sent by the Organizer about new Auctions, calls for participation, announcements of Auction Results if the Bidder is participating, and invitations to conclude Purchase Contracts with the Seller. • personnel corresponding to the number of Auctions to ensure due response of the Bidder to calls for participation (including substitutability), • necessary training of employeesof the Bidder appointed to process individual bids. Only Registered Persons may participate in an Auction.The first registration of a Bidder and the registration of other persons is conducted by the Authorized Person. The Authorized Person (statutory body, procuration holder, natural person, and entrepreneur) may authorize persons to represent them in individual steps and negotiations in the Application.The authorization must be done in writing and sent to the A...
Bidder’s obligations. Section 1.01 The Bidder intends, not later than January 31, 2005, to deliver to the Special Committee, in writing, a notification of the Bidder's willingness to commence the Offer as promptly as practicable. As used herein, the term "Offer" means a fully-financed (i.e., not contingent on financing), bona fide offer by the Bidder to purchase or otherwise acquire (whether by tender offer, merger or otherwise) either all (in the case of a non-tender offer transaction) or any and all of the Common Stock of the Company at a purchase price, gross to the transferee, of not less than $24.00 per share, subject to the conditions described below.
Bidder’s obligations. The Bidder must comply with the obligations of the Bidder set out in Schedule 6 and take all reasonable steps to assist the Target RE to implement the Proposal as soon as reasonably practicable and in any event before the End Date.
Bidder’s obligations. 10.1. SI’s obligations shall include all the activities as specified by the Authority in the Scope of Work and other sections of the Tender and Contract and changes as mutually agreed by both parties, thereof enable Authority to meet the objectives and operational requirements. It shall be SI’s responsibility to ensure the proper and successful implementation, performance and continued operation of the proposed solution in accordance with and in strict adherence to the terms of his Bid, the Tender and this Contract.
10.2. In addition to the aforementioned, SI shall provide services to manage and maintain the said system and infrastructure as mentioned in Section 1 of RFP Volume II
10.3. Authority reserves the right to interview the personnel proposed that shall be deployed as part of the project team. If found unsuitable, the Authority may reject the deployment of the personnel. But ultimate responsibility of the project implementation shall lie with SI.
10.4. Authority reserves the right to require changes in personnel which shall be communicated to SI. SI with the prior approval of the Authority may make additions to the project team. SI shall provide the Authority with the resume of Key Personnel and provide such other information as the Authority may reasonably require. The Authority also reserves the right to interview the personnel and reject, if found unsuitable. In case of change in its team members, for any reason whatsoever, SI shall also ensure that the exiting members are replaced with at least equally qualified and professionally competent members.
10.5. SI shall ensure that none of the Key Personnel (refer Section 3.6.1 of the RFP Volume I proposed) and manpower exit from the project during first 6 months of the beginning of the project. In such cases of exit, except for medical reason/death a penalty of INR 2 lakhs per such replacement shall be imposed on SI.
10.6. SI should submit profiles of only those resources who shall be deployed on the project. Any change of resource should be approved by the Authority and compensated with equivalent or better resource.
10.7. In case of change in its team members, SI shall ensure a reasonable amount of time overlap in activities to ensure proper knowledge transfer and handover / takeover of documents and other relevant materials between the outgoing and the new member.
10.8. SI shall ensure that SI’s Team is competent, professional and possesses the requisite qualifications and experience appropriate ...
Bidder’s obligations. The Bidder must take (or, if applicable, cause the Bidder Nominee to take) all necessary steps to implement the Scheme as soon as is reasonably practicable and, without limiting the foregoing, must use reasonable endeavours to ensure that each step in the Timetable is met by the date set out beside that step (and consult with Sirtex on a regular basis about its progress in that regard), including by doing each of the following:
Bidder’s obligations. 2.1 In return for the Seller making Confidential Information available to the Bidder, the Bidder shall:-
(a) keep the Confidential Information secret;
(b) use the Confidential Information only for the Permitted Purpose;
(c) not directly or indirectly disclose the Confidential Information (or allow it to be disclosed) in whole or in part to any person or make Copies unless permitted by this Agreement;
(d) ensure that no person gets access to Confidential Information from the Bidder, its officers, employees or agents unless authorised; and
(e) inform the Seller immediately on becoming aware, or suspecting, that an unauthorised person has become aware of Confidential Information.
2.2 For the purposes of this Agreement the expression Confidential Information means:-
(a) all information in whatever form (including (without limitation) in written, oral, visual or electronic form or on tape or disk) relating to the Property that is directly or indirectly disclosed (whether before or after the date of this Agreement) to the Bidder or any of its representatives by any agent or employee of the Seller or which comes to the Bidder's attention in connection with the Permitted Purpose but excludes information relating to the Property which:-
(b) is or subsequently becomes public knowledge other than as a direct or indirect result of the information being disclosed in breach of this Agreement; or
(c) the Bidder can establish (to the reasonable satisfaction of the Seller) that it found out from a source not connected with the Seller and that such source is not under any obligation of confidence in respect of that information; or
(d) the Bidder can establish (to the reasonable satisfaction of the Seller) that the information was known to the Bidder before the date of this Agreement and that it was not under any obligation of confidence in respect of that information; or
(e) the parties agree in writing that it is not confidential.
2.3 The Bidder may disclose Confidential Information only:-
(a) to such officers and employees of its Group as are strictly necessary for the Permitted Purpose;
(b) to professional advisers or consultants engaged to advise the Bidder in connection with the Permitted Purpose;
(c) to bankers and potential investors and their professional advisers or consultants for the purpose of securing financing in relation to the Permitted Purpose;
(d) to people whom the Seller agrees in writing may receive the information; and
(e) to the extent permitted by Cl...
Bidder’s obligations. Without limiting clause 2, the Bidder must:
(a) on the date of this Agreement, deliver to Pushpay:
(i) the Debt Commitment Letter and Debt Fee Letter executed by all parties to those letters; and
(ii) the Equity Commitment Letters executed by all parties to those letters; (aa) on the Restatement Date, deliver to Pushpay:
(i) an amended and restated version of the Equity Commitment Letters executed by all parties to those documents; and
(ii) the Underlying Controller Restatement Date Notice;
(b) within 10 Business Days after the date of this Agreement, deliver to Pushpay:
(i) the Deed Poll executed by the Bidder; and
(ii) the Voting Deed Poll executed by all parties to that document;
Bidder’s obligations. In submitting this Bidder’s Proposal, Xxxxxx understands and agrees that it shall be bound by each and every term, condition or provision contained in the Bid Package, which are by this reference incorporated herein and made a part hereof. DATED this day of , 2022. Attest/Witness: Bidder By: By: Title: Title: Deponent also deposes and states that Bidder has carefully prepared, reviewed and checked its Bidder’s Proposal and that the statements contained in its Bidder’s Proposal and in this Acknowledgement are true and correct.
Bidder’s obligations. In submitting this Bidder's Proposal, Bidder understands and agrees that it shall be bound by each and every term, condition or provision contained in the Request for Proposals, which are by this reference incorporated herein and made a part hereof. 4.b. BIDDER'S SWORN ACKNOWLEDGEMENT
