OBLIGATIONS OF THE BUYERS. (a) At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the Parties agree), the Company shall notify the Buyers in writing of the information the Company requires from the Buyers with respect to such Registration Statement. 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 the Buyers that each 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 and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.
(b) Each Buyer, by acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless the Buyer has notified the Company in writing of the Buyer’s election to exclude all of the Registrable Securities from such Registration Statement.
(c) Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(i), the Buyer shall immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Buyer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of such Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has entered into a contract for sale prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(i) and for which the Buyer has not yet settled.
(d) Each Buyer covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities...
OBLIGATIONS OF THE BUYERS. (a) Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) such Buyer will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until such Buyer’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee of a Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which a Buyer has entered into a contract for sale prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e) and for which the Buyer has not yet settled.
(b) Each Buyer covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.
OBLIGATIONS OF THE BUYERS. (a) Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e), such Buyer will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until such Buyer’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of Section 3(e) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee of a Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which a Buyer has entered into a contract for sale prior to the Buyer’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e) and for which the Buyer has not yet settled.
(b) Each Buyer covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.
OBLIGATIONS OF THE BUYERS a. Each Buyer has furnished to the Company in EXHIBIT B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as reasonably requested by the Company in order to effect the registration of such Registrable Securities. The Company shall notify the Buyers in writing of any other information the Company reasonably requires from the Buyers in connection with any Registration Statement hereunder. Each Buyer will as promptly as practicable notify the Company of any material change in the information set forth in EXHIBIT B, other than changes in its ownership of Common Stock.
b. Each Buyer agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement hereunder.
OBLIGATIONS OF THE BUYERS. Each Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Buyer will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Buyer's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee of a Buyer in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which a Buyer has entered into a contract for sale prior to the Buyer's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e) and for which the Buyer has not yet settled.
OBLIGATIONS OF THE BUYERS. On and from the Date Of Possession, the Buyers shall:
(a) Co-operate in Management and Maintenance: co-operate in the management and maintenance of the Said Block and the Said Property by the Association.
OBLIGATIONS OF THE BUYERS. The Buyers agree to indemnify, defend and hold the Seller (and each of its beneficiaries, affiliates and assigns) harmless from and against all Losses, net of any insurance recovery actually received relating to such Loss.
OBLIGATIONS OF THE BUYERS. As consideration for the commitment of the Sellers and RWD Canada hereunder, the Buyers agree to indemnify and hold harmless the Sellers and each of their respective Affiliates and Representatives and each other Person, if any, controlling the Sellers (each a “Sellers Indemnified Person”) from and against all Damages as a result of, based upon or arising out of, directly or indirectly: (a) any inaccuracy in, or breach or nonperformance of, any of the representations, warranties, covenants or agreements made by the Buyers in or pursuant to this Agreement (regardless of any notification pursuant to Section 8.05); (b) the Assumed Liabilities; or (c) any Liability (other than the Excluded Liabilities) arising out of the ownership or operation of the Acquired Assets after the Closing Date; and (in each case) will reimburse any Sellers Indemnified Person for all reasonable expenses (including the reasonable fees of counsel) as they are incurred by any such Sellers Indemnified Person in connection with investigating, preparing or defending any such action or claim pending or threatened, whether or not such Sellers Indemnified Person is a party hereto.
OBLIGATIONS OF THE BUYERS. Where an obligation is imposed on the “Buyers” under the terms of this Deed or any other Transaction Document which is capable of being fulfilled by one or either of them, such obligation shall be deemed to have been satisfied in full once either Buyer has fully discharged the relevant obligation. LocationFreehold or LeaseholdRegistered Title Number (if applicable)Lease TermTenant / Owner Land at Xxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx Xxxx, Xxxxxxx (XX00 0XX) Leasehold SF549377 5 January 2009 to 4 January 3008 (999 year lease) Ultra PMES Limited 00 Xxxxxx Xxxx North, Wallingford, Connecticut 06492 Leasehold N/A 1 March 2019 to 30 June 2025 DNE Technologies, Inc. 00 Xxxxxxxxxx Xxxx, Xxxxxxx, Xxx Xxxx Leasehold N/A 1 July 2023 to 31 August 2028 EMS Development Corporation Unit C1 Knaves Beech Business Centre, Loudwater, High WycombeUnit C2 Knaves Beech Business Centre, Loudwater, High WycombeUnit C3 Knaves Beech Business Centre, Loudwater, High Wycombe Leasehold BM370637BM370638BM370640 15 December 2011 to 14 December 2026 Ultra Sonar Systems Limited
(a) The Parent Seller shall, as soon as reasonably practicable after Completion, and (subject to the Buyers complying with Clause 11.1 and paragraph 1(f) below) in any event within 90 Business Days of the Completion Date, deliver to the Buyers a draft of the Completion Statement (the “Draft Completion Statement”) setting out the Actual Net Working Capital Amount, the Actual Cash Amount, the Actual Debt Amount and the Actual Intercompany Debt and prepared in accordance with the provisions of paragraph 2 below.
(b) The Buyers shall notify the Parent Seller whether or not the Buyers accept the Draft Completion Statement for the purposes of this Deed, and, if it does not accept it, shall notify the Parent Seller of the specific items in the Draft Completion Statement which it disputes and the basis upon which it disputes such items, the adjustments proposed and the reasons therefor (the “Dispute Notice”), in each case as soon as reasonably practicable but in any event within 45 Business Days of receiving it. Any item not disputed in the Dispute Notice shall be deemed to be agreed by the Buyers and to be final and binding on the parties.
(c) Where the Buyers notify the Parent Seller within the period specified in paragraph 1(a) above that it does not accept the Draft Completion Statement, the Parent Seller and the Buyers shall attempt in good faith to reach agreement in respect of the Draft Comp...
OBLIGATIONS OF THE BUYERS. (a) The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e) such Buyer will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until such Buyer’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or receipt of notice that no supplement or amendment is required.
(b) The Buyer covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.