Buyer’s Actions Clause Samples
The "Buyer’s Actions" clause defines the specific responsibilities and obligations that the buyer must fulfill under the contract. This may include requirements such as providing necessary information, making timely payments, or cooperating with the seller to facilitate delivery or performance. By clearly outlining what is expected from the buyer, this clause helps ensure that the transaction proceeds smoothly and reduces the risk of misunderstandings or delays caused by inaction or non-compliance on the buyer’s part.
Buyer’s Actions. In furtherance of the foregoing, Buyer shall, and shall cause its Affiliates (including upon Closing, the Companies) to use reasonable best efforts to (i) resolve any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement (but Buyer and the Companies shall not be required to agree to any undertaking or restriction that would take effect prior to, or not be conditioned upon, consummation of the Closing or that would bind Buyer or any of its Affiliates (including the Companies after the Closing in any material respect) and (ii) contest and resist any action or Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging the transactions contemplated by this Agreement as a violation of any Law.
Buyer’s Actions. The Buyer shall not acquire or agree to acquire, nor permit any of its Affiliates to acquire or agree to acquire, by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (a) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Acquisition or the expiration or termination of any applicable waiting period, (b) significantly increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Acquisition or (c) delay the consummation of the Acquisition.
Buyer’s Actions. From the date of this Agreement through the Closing:
(a) Buyer shall use its reasonable efforts to cause the conditions to the obligations of Buyer set forth in Article VI to be satisfied to the extent that the satisfaction of such conditions is within the control of Buyer; and (b) Buyer shall not take any action or omit to take any action within its reasonable control to the extent that such action or omission might result in a breach of any covenant or agreement of Buyer in this Agreement or in any representation or warranty made by Buyer in this Agreement being inaccurate or incorrect on and as of the Closing Date.
Buyer’s Actions. Buyer shall not take, nor permit the Directors to take, any action that would, or that could reasonably be expected to, result in (i) any of its representations and warranties set forth in this Agreement becoming untrue in any material respect, or (ii) any of the conditions to the purchase and sale of the Shares not being satisfied in any material respect; and Buyer shall cooperate with Seller in the removal of liability and obligations under bonds and guarantees as contemplated in Section 3(b)(vii) hereof, including replacement of guarantees with those of Buyer, subject to the provisions of Section 3(b)(vii). Buyer also agrees to provide such financial and other information of Buyer as is necessary to accomplish such replacement or substitution. If the removal of liabilities and obligations are unable to be obtained as of the Closing Date with respect to each of those bonds and guarantees described on Schedule 5B(a), or with respect to those bonds and guarantees described on Schedule 3(b)
Buyer’s Actions. From the date hereof until the earlier of the Closing or the termination of this Agreement, Buyer will not, and will not permit any of its Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any Person or portion thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Authority necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions or (iii) delay the consummation of the Transactions.
Buyer’s Actions. 6.1. The Sellers shall not be liable in respect of a Warranty Claim to the extent that the matter giving rise to it results from:
(a) any act or omission done or omitted to be done before Completion at the written request of or with the written approval of the Buyer or any other member of the Buyer’s Group; or
(b) any act or omission done or omitted to be done on or after Completion by or on behalf of the Buyer or any member of the Buyer’s Group; or
(c) any change after Completion in the accounting policies or practices used in preparing the Company’s annual accounts or in the accounting reference date of the Company.
Buyer’s Actions. At the closing, Buyer will deliver to the Shareholders:
(a) CASH. Cash of $2,000,000, pro rata, to the Shareholders by bank cashier's or certified check or by wire transfer to accounts specified by the Shareholders.
Buyer’s Actions. 7.1 The Seller shall not be liable for any Fundamental Warranty Claim to the extent that the Fundamental Warranty Claim would not have arisen but for, or have been increased as a result of:
7.1.1 any voluntary act, omission, transaction or arrangement of the Buyer or any of member of the Buyer’s Group (or any of their respective officers, employees or agents, or assignees or other successors in title) before, at or after Completion;
7.1.2 a breach of this Agreement by the Buyer;
7.1.3 an act, omission, transaction or arrangement occurring before Completion at the request or direction of or with the consent of the Buyer; or
7.1.4 the Seller exercising any of its rights or fulfilling any of its obligations under this Agreement.
Buyer’s Actions. On the date hereof, Buyer shall (i) deliver to Sellers the Purchase Price, in accordance with Section 3; (ii) deliver to Sellers copy of the relevant empowerment documents of Buyer as necessary to authorize the execution of this Agreement and the consummation of the transactions contemplated hereby; (iii) execute the respective terms of transfer of shares evidencing the acquisition of the SHP Shares; (iv) execute the respective terms of transfer of shares evidencing the acquisition of the DTP Shares; (v) execute the terms of transfer of shares, as provided by Banco Itaú, evidencing the acquisition of the Company Control Group Preferred Shares.
Buyer’s Actions. Buyer shall not take any action that would, or that could reasonably be expected to, result in (i) any of its representations and warranties set forth in this Agreement becoming untrue in any material respect, or (ii) any of the conditions to the purchase and sale of the Shares not being satisfied in any material respect; and Buyer shall cooperate with Seller in the removal of liability and obligations under bonds and guarantees specified on Schedule 5B(a). Buyer also agrees to provide such financial and other information of Buyer and of Pittston Minerals Group, Inc. as is necessary to accomplish such replacement or substitution. Except for the bonds listed on Schedule 3(b)(ix) and the guarantees specified on Schedule 3(b)(x), if the removal of liabilities and obligations are unable to be obtained as of the Closing Date with respect to each of those bonds and guarantees described on Schedule 5B(a), then in lieu of such removal, Seller will accept an indemnity substantially in the form of Exhibit H from Pittston Minerals Group, Inc. ("PMGI"), provided that PMGI shall have at least $70 million net worth and debt not exceeding $90 million (exclusive of debt of the Companies) immediately following the Closing. After the Closing Date, Buyer shall also continue to also use its best efforts to remove Seller and its affiliates and its officers from such liabilities or obligations listed on Schedule 5B(a).