Investor Obligations. At the Closing, the Investor shall deliver or promptly cause to be delivered to the Company (i) the Existing Note, and (ii) an executed copy of this Agreement.
Investor Obligations. The Investor will (a) provide, upon request, prompt written notice to the General Partner, and in any event within 30 days of such request, of any change in the Investor’s U.S. tax or withholding status, and (b) execute properly and provide to the General Parner, within 30 days of written request by the General Partner (or any other Sponsoring Party), any other tax documentation or information that may be reasonably required by the General Partner (or another Sponsoring Party) in connection with the operation of the Funds or Platform to comply with applicable laws and regulations (including, but not limited to, the name, address and taxpayer identification number of any “substantial U.S. owner” (as defined in the Code) of the Investor or any other document or information requested by the General Partner (or another Sponsoring Party) in connection with the Funds complying with FATCA and/or any IGA or as required to reduce or eliminate any withholding tax directly or indirectly imposed on or collected by or with respect to the Funds), and (c) execute and properly provide to the General Partner, within 30 days of written request by the General Partner (or another Sponsoring Party), any tax documentation or information that may be requested by the General Partner (or any Sponsoring Party).
Investor Obligations. (a) Notwithstanding anything to the contrary herein (but in all cases subject, for the avoidance of doubt, to the satisfaction of the conditions precedent set forth in Section 2), Investor hereby absolutely, irrevocably and unconditionally guarantees to Parent, Merger Sub and the Company the due and punctual performance and discharge of all of the payment obligations of Parent and Merger Sub under the Merger Agreement (collectively, the “Guaranteed Obligations”); provided, that in no event shall the aggregate liability of Investor hereunder exceed the Willful Breach Cap Amount (or, in the case of a termination pursuant to Section 8.1(c) of the Merger Agreement, exceed an amount equal to the Parent Termination Fee). If Parent or Merger Sub fails to discharge any portion of the Guaranteed Obligations when due, upon the Company’s demand, Investor’s liability to Parent, Merger Sub and the Company hereunder in respect of such portion of the Guaranteed Obligations shall become immediately due and payable, and the Company may at any time and from time to time, at the Company’s option, and so long as Parent and Merger Sub have failed to discharge the Guaranteed Obligations, take any and all actions available hereunder to collect Investor’s liabilities hereunder in respect of such Guaranteed Obligations. In furtherance of the foregoing, Investor acknowledges that the Company may, in its sole discretion, bring and prosecute a separate action or actions against Investor for the unsatisfied Guaranteed Obligations, regardless of whether any such action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions. For the avoidance of doubt, Investor may satisfy any or all of the Guaranteed Obligations with a direct payment to the Company and in no event will Investor have any obligation to contribute such amount to the capital of Parent or Merger Sub, and such direct payment will be considered as satisfaction (to the extent of such payment) of Parent’s and Merger Sub’s obligations under the applicable provision of the Merger Agreement and of Investor’s obligations under this Section 5. The guarantee of payment obligations of Investor under this Section 5 shall be referred to as the “Guarantee”.
Investor Obligations. 16.1. Investor confirms that:
Investor Obligations. Upon receipt of the Company Required Items and subject to the satisfaction by the Company, or waiver by the Investor, of the conditions to the Investor's obligation to purchase Put Shares set forth in Section 6.1, on each Closing Date the Investor shall deliver (or cause to be delivered) to the Company, the Investment Amount for the Put Shares to be issued and sold at such Closing, less any cash fee to which the Investor pursuant to Section 2.5(c) hereof, or Xxxxxx Xxxxxxxx LLP pursuant to Section 2.5(a) hereof, is entitled with respect to such Closing, no later than the close of business on the Closing Date.
Investor Obligations. In the event Registrable Securities are being included in a Registration, the Investor agrees, as a condition to the Registration obligations with respect to the Investor provided herein, to:
Investor Obligations. (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor.
Investor Obligations. The Company shall obtain all consents, approvals and authorizations of, and shall make all registrations, declarations and filings with, any Governmental Authority which are required on the part of the Company in connection with its issuance of Investor Obligations. The Company shall at all times remain authorized and eligible to issue Investor Obligations.
Investor Obligations. Each Investor covenants and agrees to (i) comply with all prospectus delivery requirements of the 1933 Act and with all anti-stabilization, anti-manipulation and similar provisions of Section 10 of the 1934 Act and any rules issued thereunder by the SEC, and to furnish to the Company information about sales made in such public offering and (ii) at the end of the Shelf Registration Period discontinue sales of shares pursuant to the Registration Statement and advise the Company of the number of Registrable Securities remaining unsold.
