Obligations of Buyer. In connection with the registration of the Registrable Securities, Buyer shall have the following 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 Buyer that Buyer 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 three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify Buyer of the information the Company requires from Buyer.
b. Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statements hereunder, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from the Registration Statements.
c. In the event the Company or Buyer determines to engage the services of an underwriter, Buyer agrees to enter into and perform Buyer's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless Buyer has notified the Company in writing of Buyer's election to exclude all of Buyer's Registrable Securities from such Registration Statement.
d. Buyer agrees that, upon receipt of notice from the Company, of the happening of any event of the kind such as described in Section 3(e), Buyer will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until Buyer's receipt of the copies of the supplemented or amended prospectus and, if so directed by the Company, Buyer shall deliver to the Company or destroy (and deliver to the Company a certificate of destruction) all copies in Buyer's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.
e. Buyer may not particip...
Obligations of Buyer. Effective as of Closing, Buyer shall indemnify, defend, and hold harmless Seller, its Affiliates and their respective directors, officers, managers, members, shareholders, agents, representatives and subsidiaries (“Seller Indemnified Parties”), from and against any and all Losses resulting from, relating to, arising out of or incurred in connection with any of the following:
(a) Any breach by Buyer of any of Buyer’s representations and warranties contained in this Agreement or the Transaction Documents;
(b) Any breach by Buyer of any of Buyer’s covenants, agreements or obligations contained in this Agreement or the Transaction Documents;
(c) All Assumed Liabilities;
(d) Any injury to, or death of, any person or for damage to property arising in any way from the access afforded to Buyer hereunder or the activities of Buyer in connection with its on-site inspection of the Purchased Assets unless the injury, death, or damage arises from Seller’s gross negligence or willful misconduct;
(e) Buyer Operations post-Closing, including Buyer’s obligations regarding post-closing operations under the Purchased Permits;
(f) Seller’s guarantee obligations under Section 18(a) of the Cotiga South Lease and the Lease Guarantee Agreement;
(g) Seller’s guarantee obligations under Section 18(a) of any Cotiga North/Association Lease and the applicable Lease Guarantee Agreement; and
(h) Until the Seller Bonds posted with respect to all Purchased Permits have been released, any draw on such Seller Bonds after Closing related to or arising out of the Reclamation Liabilities that are Assumed Liabilities or that result from Buyer Operations after Closing.
Obligations of Buyer. At the Closing, Buyer shall deliver to Seller the following:
(a) The Initial Payment.
(b) Copies of the resolutions of the Board of Directors of Buyer certified by the secretary or assistant secretary of Seller, which resolutions shall approve and authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
(c) All of the other documents and instruments required to be delivered by Buyer.
Obligations of Buyer. On and from the Date Of Possession, the Buyer shall:
(a) Co-operate in Management and Maintenance: co-operate in the management and maintenance of the Said Block/Said Complex and the Said Premises by the Facility Manager.
Obligations of Buyer. Whenever this Agreement requires a Subsidiary of Buyer to take any action, such requirement shall be deemed to include an undertaking on the part of Buyer to cause such Subsidiary to take such action.
Obligations of Buyer. 57 9.3 Procedure..............................................................................................57 9.4 Survival...............................................................................................59 9.5
Obligations of Buyer. The Buyer shall:
(a) Co-operate in Management and Maintenance: co-operate in the management and maintenance of the Said Building, the Said Cluster, the Said Complex and the Specified Facilities by the Developer/the Facility Manager/the Association (upon formation)/the Apex Body (upon formation).
(b) Observing Rules: observe the rules framed from time to time by the Developer/the Facility Manager/the Association (upon formation)/the Apex Body (upon formation) for the beneficial common enjoyment of the Said Building, the Said Cluster, the Said Complex and the Specified Facilities.
Obligations of Buyer. Buyer agrees to indemnify and hold harmless the Seller, their Affiliates and their respective partners, directors, officers, employees, agents and assigns from and against any and all Losses incurred directly or indirectly by them as a result of, or directly or indirectly based upon or arising from, any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by Buyer in or pursuant to this Agreement.
Obligations of Buyer. Buyer agrees that it will indemnify, hold harmless and defend Seller and each of its directors, officers, stockholders, employees and agents from and against any and all Liabilities that arise from or are in connection with:
(a) a breach or default by Buyer of any of his respective covenants or agreements contained in this Agreement;
(b) the operation of the Purchased Restaurants from and after the Closing, other than any act or omission of Seller; and
(c) the Assumed Obligations.
Obligations of Buyer. Parent shall take all action necessary to cause Buyer to perform its obligations under this Agreement and to consummate the Offer on the terms and conditions set forth in this Agreement.
