FURTHER ASSURANCE AND AVAILABILITY OF INFORMATION Sample Clauses

FURTHER ASSURANCE AND AVAILABILITY OF INFORMATION. Each of Sellers shall execute and deliver all such instruments and other documents and take all such actions as the Purchaser may from time to time reasonably require in order to give full effect to those provisions of this Agreement which create obligations for that particular Seller and the Purchaser shall bear or reimburse any expenditure to third parties reasonably incurred by that particular Seller in so doing.
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FURTHER ASSURANCE AND AVAILABILITY OF INFORMATION. 14.1 The Seller shall and shall procure that any relevant member of the Seller's Group shall do, execute and perform and shall procure to be done, executed and performed all such further acts, deeds documents and things as the Buyer may require from time to time effectively to vest the full legal and beneficial ownership of the Assets in the Buyer or as it directs free from all liens, charges, options, encumbrances or adverse rights or interest of any kind and otherwise to give to the Buyer the full benefit of this Agreement. 14.2 The Seller shall and shall procure that the relevant member of the Seller's Group shall cause to be made available to the Buyer all information in its possession or under its control which the Buyer may from time to time reasonably require (after Completion) relating to the business and affairs of the Hardware Business and shall permit the Buyer and its representatives on reasonable advance notice to have access to documents containing such information and to take copies thereof.
Sample 1
FURTHER ASSURANCE AND AVAILABILITY OF INFORMATION. 12.1 The Seller shall execute and deliver all such instruments and other documents as the Purchaser may from time to time reasonably require in order to give full effect to the provisions of this Agreement and secure to the Purchaser the full benefit of the rights, powers and remedies conferred upon the Purchaser in this Agreement. 12.2 The Seller shall take (for a period of 6 months after Completion) any such other actions as the Purchaser may from time to time reasonably request to secure the goodwill of the Target Companies, such action to include (but without limitation): (a) joint communications with the Purchaser on behalf of the Target Companies to any of their existing customers or suppliers; and (b) joint approaches with the Purchaser on behalf of the Target Companies to any of their existing customers or suppliers, to ensure so far as possible the smooth transition of ownership of the Target Companies to the Purchaser and the maintenance of goodwill and customer relationships and contacts. Provided that (i) the Seller shall not be required to do anything which is materially prejudicial to the interests of the Allied Group and (ii) any such action taken by the Seller shall be at the expense of the Purchaser so long as such expense is agreed in advance by the Purchaser and the Seller. 12.3 The Seller shall cause to be made available to the Purchaser any information to the extent it relates to the business and affairs of each Target Company prior to Completion which the Purchaser may from time to time reasonably require (before or after Completion) and which is in the Seller's possession or under the Seller's control. Such information shall be made available during business hours and following reasonable notice to the Purchaser. The Seller shall permit the Purchaser and its representatives to have access to such information and at its own expense to take copies thereof. 12.4 The Purchaser shall cause to be made available to the Seller any information to the extent it relates to the business and affairs of each Target Company prior to Completion which the Seller may from time to time reasonably require (before or after Completion) for the purpose of preparing or clarifying any disputes or queries in relation to the Seller's annual accounts, the audit of such accounts or its tax returns or as required by any SEC filings to be made by the Seller and which is in the Purchaser's or the Target Companies' possession or under the Purchaser's or the Target C...
Sample 1
FURTHER ASSURANCE AND AVAILABILITY OF INFORMATION. 11.1 The Vendors shall (and shall procure insofar as it lies within their powers of procurement that any other necessary parties shall) perform such acts (other than stamping) and execute such documents as may be reasonably required on or after Completion by the Purchaser for securing to or vesting in the Purchaser (including its nominee or nominees) the legal and beneficial ownership of the Shares in accordance with the terms and conditions of this Agreement and assuring to the Purchaser the rights hereby granted and shall procure the convening of all such meetings (insofar as they can) and the giving or passing of all such waivers (including pre-emption waivers) PROVIDED that where any cost or expense is reasonably incurred in the completion of such deeds and documents the costs and expenses shall (unless the document was one which should have been delivered under this Agreement then the party who did not deliver the document shall bear the costs of delivering the document) be borne by the party requesting the execution of same. 11.2 The Vendors shall cause to be made available to the Purchaser all information in their possession or under their control which the Purchaser may from time to time reasonably require (before or after Completion) relating to the business and affairs of any of the Group Companies and shall permit the Purchaser to have access to documents containing such information and to take copies thereof.
Sample 1
FURTHER ASSURANCE AND AVAILABILITY OF INFORMATION. 16.1 If and to the extent that title to any of the Assets is not effectively vested in CCIA, Raphael Bank as CCIA’s designee or CompuCredit UK (as applicable) at Credit Card Completion, Completion or Final Completion (as applicable) in accordance with the terms of this Agreement, then the Seller shall hold them in trust for CCIA (or Raphael Bank as CCIA’s designee) until title is effectively so vested in CCIA, Raphael Bank as CCIA’s designee or CompuCredit UK (as applicable). The Seller shall, at its sole expense, perform, or use its reasonable endeavours to procure the performance of, such acts and execute and/or procure the execution of such documents as may be reasonably required by CCIA or CompuCredit UK (including, if necessary, assisting CCIA or Raphael Bank as CCIA’s designee to enforce the obligations of the Cardholder Agreements against Cardholders (provided that CCIA shall bear the full cost of any such enforcement action without prejudice to any relevant Warranty Claim)) on or after Credit Card Completion, Completion or Final Completion by the Purchasers (or Raphael Bank as CCIA’s designee) for vesting in the Purchasers (or Raphael Bank as CCIA’s designee) the legal and beneficial ownership of the Assets and the Business and to obtain the full benefit of the same and to assure to the Purchasers (or Raphael Bank as CCIA’s designee) the rights agreed to be granted to them under, and give full effect to, this Agreement, provided that if CCIA (or Raphael Bank as its designee) wishes to arrange for the re-signature of Cardholder Agreements following Credit Card Completion, that shall be at CCIA’s sole expense. 16.2 For the avoidance of doubt, the parties hereby acknowledge, agree and confirm for all purposes that the benefit of the Cardholder Agreements shall be assigned to Raphael Bank as CCIA’s designee subject always to clause 2.5 and to the Purchaser’s obligations under clause 11 in respect of the burden of the Cardholder Agreements and no party intends to, or shall be obliged to, novate the Cardholder Agreements on Credit Card Completion. 16.3 The Seller shall make available to the Purchasers all information in its possession or under its control which the Purchasers may from time to time reasonably require (before or within five years following Completion) which relates to the Business or the Assets and shall permit the Purchasers and their representatives to have access to and take copies of all documents or other materials containing only suc...
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FURTHER ASSURANCE AND AVAILABILITY OF INFORMATION 
Sample 1

Related to FURTHER ASSURANCE AND AVAILABILITY OF INFORMATION

  • Availability of Information To make DHCS PI and PII available to the DHCS and/or 15 COUNTY for purposes of oversight, inspection, amendment, and response to requests for records, 16 injunctions, judgments, and orders for production of DHCS PI and PII. If CONTRACTOR receives 17 DHCS PII, upon request by COUNTY and/or DHCS, CONTRACTOR shall provide COUNTY and/or 18 DHCS with a list of all employees, contractors and agents who have access to DHCS PII, including 19 employees, contractors and agents of its subcontractors and agents.

  • Preservation of Information; Communications to Holders The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

  • Termination of Information and Inspection Covenants The covenants set forth in Sections 2.1 and 2.2 shall terminate as to Investors and be of no further force or effect when the sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public is consummated or when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act, whichever event shall first occur.

  • Termination of Information Rights The covenants set forth in Section 3.1, Section 3.2 and Section 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, (iii) upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate or (iv) upon the closing of a SPAC Transaction, whichever event occurs first.

  • Retention of Information You acknowledge and accept that the Bank will be required under the China Connect Rules to keep records in relation to Northbound trading for a period of not less than 20 years.

  • Accessibility of Information Technology Contractor represents and warrants that any software/ hardware/ communications system/ equipment (collectively “technology”), if any, provided under this Agreement adheres to the standards and/or specifications as may be set forth in the Section 508 of the Rehabilitation Act of 1973 standards guide and is fully compliant with WCAG 2.0 AA standards for accessibility and compliant with any applicable FCC regulations. Technology that will be used on a mobile device must also be navigable with Voiceover on iOS devices in addition to meeting WCAG 2.0 level AA. If portions of the technology or user experience are alleged to be non-compliant or non- accessible at any point, District will provide Contractor with notice of such allegation and Contractor shall use its best efforts to make the technology compliant and accessible. If a state or federal department, office or regulatory agency, or if any other third party administrative agency or organization (“Claimants”), make a claim, allegation, initiates legal or regulatory process, or if a court finds or otherwise determines that technology is non-compliant or non-accessible, Contractor shall indemnify, defend and hold harmless the District from and against any and all such claims, allegations, liabilities, damages, penalties, fees, costs (including but not limited to reasonable attorneys’ fees), arising out of or related to Xxxxxxxxx’ claims. Contractor shall also fully indemnify District for the full cost of any user accommodation that is found to be necessary due to an identifiable lack of accessibility in the Contractor’s technology. If necessary, an independent 3rd party accessibility firm using POUR standards (Perceivable, Operable, Understandable and Robust) may be used to validate the accessibility of the technology.

  • Confidentiality of Information 8.1. By accessing this EHSAN AUCTIONEERS SDN. BHD. website, the E-Bidders acknowledge and agree that EHSAN AUCTIONEERS SDN. BHD. website may collect, retain, or disclose the E-Bidder’s information or any information by the e-bidders for the effectiveness of services, and the collected, retained or disclosed information shall comply with Personal Data Protection Act 2010 and any regulations, laws or rules applicable from time to time. 8.2. E-Bidders agree to accept all associated risks when using the service in the EHSAN AUCTIONEERS SDN. BHD. website shall not make any claim for any unauthorized access or any consequential loss or damages suffered. 8.3. E-Bidders shall be responsible for the confidentiality and use of password and not to reveal the password to anyone at any time and under any circumstances, whether intentionally or unintentionally. 8.4. E-Bidders agree to comply with all the security measures related to safety of the password or generally in respect of the use of the service. 8.5. E-Bidders accept the responsibility that in any event that the password is in the possession of any other person whether intentionally or unintentionally, the E-Bidders shall take precautionary steps for the disclosure, discovery, or the Bidders shall immediately notify EHSAN AUCTIONEERS SDN. BHD.

  • Release of Information Except as required by law, no public release of any information, or confirmation or denial of same, with respect to this Contract or the subject matter hereof, will be made by SELLER or its subcontractors without the prior written approval of LOCKHEED XXXXXX. SELLER shall not use "Lockheed Xxxxxx," "Lockheed Xxxxxx Corporation," or any other trademark or logo owned by LOCKHEED XXXXXX, in whatever shape or form, without the prior written consent of LOCKHEED XXXXXX.

  • Preservation of Information; Communications to Noteholders (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of the Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished. (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes. (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 312(c).

  • Termination of Information and Observer Rights The covenants set forth in Subsection 3.1, Subsection 3.2 and Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, whichever event occurs first.

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