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OBLIGATIONS OF THE VENDORS Sample Clauses

OBLIGATIONS OF THE VENDORS. At or before Completion, the Vendors must: (a) deliver to the Purchaser duly executed and completed transfers in favour of the Purchaser of the Shares in registrable form together with the relevant share certificates; (b) deliver to the Purchaser duly executed and unconditional deeds of release, on terms satisfactory to the Purchaser, of the Shares free from any Security Interest and (including pursuant to clause 2.3(c)) the assets of each Group Company from any Security Interest (other than a Permitted Security Interest); (c) produce to the Purchaser any power of attorney or other authority under which the transfers of the Shares are executed; (d) deliver a duly executed copy of the Escrow Deed; (e) deliver a New Service Agreement duly executed by each Key Employee; (f) deliver to the Purchaser duly executed instruments irrevocably waiving in favour of the Purchaser all rights of pre-emption which any person has in respect of any of the Shares (if any); (g) cause the board of directors of the Company to resolve that the transfers of the Shares be approved and registered; (h) subject to the Purchaser complying with its obligations under clause 5.3(c), cause the persons listed in the fifth, sixth, and seventh columns in the table in Schedule 3 (or any other persons notified in writing by the Purchaser to the Vendors before Completion) to be appointed as directors, secretary, and public officer (as applicable) of each Group Company with effect from Completion; (i) cause the resignation of the persons listed in the second, third, and fourth columns in the table in Schedule 3 as directors and secretary (as applicable) of each Group Company with effect from Completion; (j) deliver to the Purchaser a letter (in the form required by the Purchaser) from each resigning officer of a Group Company acknowledging that he or she has no Claim against any Group Company for breach of contract, loss of office, redundancy, compensation, payment or repayment of loans or otherwise, except for payments properly payable as an employee for accrued salary, holiday pay and long service leave up to the Completion Date; (k) cause the revocation, with effect from Completion, of all authorities relating to bank accounts of each Group Company; (l) deliver to the Purchaser all Records complete and up to date (other than those which the Vendors are entitled to retain under clause 5.6) by leaving them at the places at the Properties at which they are usually located in the normal course of...
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OBLIGATIONS OF THE VENDORS. 4.1 At least thirty (30) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Vendor in writing of the information the Company requires from each such Vendor if such Vendor elects to have any of such Vendors Registrable Securities included in the 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 that each Vendor shall furnish to the Company such information regarding itself, 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. 4.2 Each Vendor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder, unless such Vendor has notified the Company in writing of such Vendors election to exclude all of such Vendors Registrable Securities from the Registration Statement.
OBLIGATIONS OF THE VENDORS. Where any obligation, representation, warranty or undertaking in this Agreement is expressed to be made, undertaken or given by two or more of the Vendors they shall be severally and not jointly (deelbaar en niet hoofdelijk), whereby the Vendors' liability shall be calculated in proportion with their Allocation Percentage, without prejudice to the joint and several liability amongst Idea Partnership 1 and Idea Partnership 2 in accordance with the next paragraph of this Section 1.13. As an exception to the foregoing, the obligations, representations, warranties or undertakings made, undertaken or given by Idea Partnership 1 and Idea Partnership 2 (except those in respect to the representations and warranties set forth in Section 4), shall be joint and several (hoofdelijk en ondeelbaar) amongst Idea Partnership 1 and Idea Partnership 2. Agreement of Purchase and Sale of Shares /20
OBLIGATIONS OF THE VENDORSCompany Board Meeting --------------------- 2.1 The Vendors shall procure that a duly convened and quorate board meeting of the Company is held at which:
OBLIGATIONS OF THE VENDORS. Until the Closing, the Vendors will: (a) not do any act or thing which would or might cause a representation or warranty to not be true or diminish the value of the Assets other than in accordance with the terms of this Agreement; and (b) promptly provide LRDS with all notices and correspondence from government agencies in respect of the Assets.
OBLIGATIONS OF THE VENDORS. 1.1 At Completion the Vendors shall deliver to the Purchaser: 1.1.1 a certificate to the effect that the Vendors have complied in all respects with their obligations under this Agreement, and that the Vendors' Warranties remain true, complete and accurate in all respects and not outstanding as at the date of Completion save as Disclosed in the Disclosure Letter; 1.1.2 a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company and its Auditors, stating the amount by which the Company had repaid the KCC Loan since the date of the Management Accounts, the sources of such payments, effects on working capital and any amounts outstanding; 1.1.3 the PSL and Centrix Agreement duly executed by the parties thereto; 1.1.4 the Tax Deed duly executed under seal by the parties thereto (other than the Purchaser); 1.1.5 the audited accounts of the Company for the year ended February 28, 1999; 1.1.6 duly executed transfers of the Shares in favour of the Purchaser or its nominees and the share certificates in respect of the Shares, together with any power of attorney or other authority under which such transfers have been executed and an indemnity in the agreed form in relation to any missing certificates. 1.1.7 a Deed of release executed by each of the Vendors in the agreed form releasing the Company from all claims (actual or contingent) which he has or may have or might thereafter have on account of or in relation to any act, matter, cause or thing down to and inclusive of the Completion Date; 1.1.8 the statutory and other books duly written up to date, the Certificate of Incorporation, Certificate[s] of Incorporation on Change of Name and common seal of the Company; 1.1.9 the title Deeds relating to the Premises and all insurance policies, premium receipts, maintenance contracts and other documents relating to the Premises; 1.1.10 all books of account and other books and records and copies of the memorandum and articles of association of the Company; 1.1.11 all documents of title, certificates, Deeds, licenses, agreements and other documents relating to the Company's Intellectual Property Rights and all manuals, drawings, plans, documents and other materials and media on which the Company's Know-How is recorded; 1.1.12 the Employment Agreements duly executed by each of the Executives and at least 80% of the employees; 1.1.13 the certificate and undertaking as to Regulation "S" in the form contained in Schedule 7 duly executed by each...
OBLIGATIONS OF THE VENDORS. 6.1 Each of the Vendors undertakes with the Purchaser that, except with the consent in writing of the Purchaser and subject to the provisions of Clause 6.3: (a) for a period of three years after Completion with respect to Xxxxxx Xxxxxxx Xxxxxxx and Xxxxxxx Boglosa Villaruel and for a period of two years with respect to the other Vendors who as at the date of this Agreement were employed by the Company, he will not within any country in which any member of the Group or the Purchaser has carried on business during the year preceding Completion either on his own account or in conjunction with or on behalf of any person, firm or company carry on or be engaged, concerned or interested, directly or indirectly, whether as shareholder, partner, agent or otherwise in carrying on any business which competes with the business carried on by any member of the Group or the Purchaser at Completion (other than (i) as a holder of shares in the Purchaser or (ii) as a holder of not more than one per cent of the issued shares or debentures of any company carrying on such a business listed on a stock exchange); (b) for a period of three years after Completion with respect to Xxxxxx Xxxxxxx Xxxxxxx and Xxxxxxx Boglosa Villaruel and for a period of two years with respect to the other Vendors who as at the date of this Agreement were employed by the Company, he will not either on his own account or in conjunction with or on behalf of any other person, firm or company solicit or entice away or attempt to solicit or entice away from any member of the Group or the Purchaser the custom of any person, firm, company or organisation who shall at any time within the year preceding Completion have been a customer, identified prospective customer, representative, agent, or correspondent of any member of the Group or the Purchaser, or in the habit of dealing with any member of the Group or the Purchaser, or enter into any contract for sale and purchase or accept business from any such person, firm, company or organisation in a business area in which any members of the Group or the Purchaser competes; (c) for a period of three years after Completion with respect to Xxxxxx Xxxxxxx Xxxxxxx and Xxxxxxx Boglosa Villaruel and for a period of two years with respect to the other Vendors who as at the date of this Agreement were employed by the Company, he will not either on his own account or in conjunction with or on behalf of any other person, firm or company employ, engage, solicit, entice away ...
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OBLIGATIONS OF THE VENDORS. (a) At least seven (7) days prior to the anticipated filing date of the Registration Statement, the Company shall notify the Vendors or their counsel in writing of the information the Company requires from each Vendor. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Common Shares of a particular Vendor that such Vendor shall furnish to the Company such information as may be requested in writing by the Company regarding itself, the Common Shares held by it and the intended method of disposition of the Common Shares held by it as shall be reasonably required to effect the registration of such Common Shares and shall execute such documents in connection with such registration as the Company may reasonably request. (b) Each Vendor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement hereunder. (c) Each Vendor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f), such Vendor will immediately discontinue disposition of Common Shares pursuant to the Registration Statement covering such Common Shares until such Vendor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(f) and, if so directed by the Company, such Vendor shall destroy all copies in such Vendor’s possession of the prospectus covering such Common Shares current at the time of receipt of such notice. (d) Each Vendor agrees to (i) sell such Vendor’s Common Shares on the basis provided in any underwriting arrangements approved by the Vendors and (ii) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. (e) Each Vendor agrees to keep confidential all information with respect to the Company disclosed to it or its representatives during the registration process by the Company or its representatives provided, however, that (i) the Vendors may make any disclosure of such information to which the Company has given its prior written consent or (ii) any of such information may be disclosed among the Vendors and their representatives (it being understood that prior to such disclosure such representative shall be informed of the confidential nature of such information). All infor...
OBLIGATIONS OF THE VENDORS. MANAGEMENT

Related to OBLIGATIONS OF THE VENDORS

  • OBLIGATIONS OF THE BUYER a. The 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 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. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The 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 the Common Stock. b. The 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. c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in Section 3(f) or any notice of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue disposition of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the copies of the filed supplemented or amended registration statement and/or prospectus contemplated by Section 3(f) or the first sentence of Section 3(e). In addition, upon receipt of any notice from the Company of the kind described in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of any securities of the Company unless such purchases or sales are in compliance with applicable U.S. securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice (both as defined in the Purchase Agreement) 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 Section 3(e) and for which the Buyer has not yet settled.

  • Obligations of the Purchasers (a) Each Purchaser shall furnish in writing 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 five (5) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Purchaser of the information the Company requires from such Purchaser if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. A Purchaser shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement if such Purchaser elects to have any of its Registrable Securities included in the Registration Statement. (b) Each Purchaser, by its 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 a Registration Statement hereunder, unless such Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement. (c) Each Purchaser agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2.1(b) or (ii) the happening of an event pursuant to Section 2.4(d) and Section 2.4(e) hereof, such Purchaser will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities, until the Purchaser is advised by the Company that such dispositions may again be made.

  • Obligations of the Purchaser (a) The Purchaser shall furnish in writing to the Company such information regarding itself, the Registrable Securities or Additional Registrable Securities, as applicable, held by it and the intended method of disposition of the Registrable Securities or Additional Registrable Securities, as applicable, held by it, as shall be required by the 1933 Act to effect the registration of such Registrable Securities or Additional Registrable Securities, as applicable, and shall execute such documents in connection with such registration as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement (or such shorter period as may be agreed to by the Purchaser), the Company shall notify the Purchaser of the information the Company requires from the Purchaser if the Purchaser's Registrable Securities or Additional Registrable Securities are to be included in the Registration Statement. (b) The Purchaser, by its acceptance of the Registrable Securities and Additional Registrable Securities, if any, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless the Purchaser has notified the Company in writing of its election to exclude all of its Registrable Securities or Additional Registrable Securities, as applicable, from the Registration Statement. (c) If the Purchaser determines to engage the services of an underwriter, which underwriter is reasonably acceptable to the Company, the Purchaser agrees to enter into and perform its 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 dispositions of the Registrable Securities or Additional Registrable Securities, as applicable. (d) The Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event rendering a Registration Statement no longer effective or available for use by the Purchaser, the Purchaser will immediately discontinue disposition of Registrable Securities or Additional Registrable Securities pursuant to the Registration Statement covering such Registrable Securities or Additional Registrable Securities, until the Purchaser's receipt of the copies of the supplemented or amended Prospectus filed with the SEC and declared effective and, if so directed by the Company, the Purchaser shall deliver to the Company (at the expense of the Company) or destroy all copies in the Purchaser's possession of the Prospectus covering the Registrable Securities or Additional Registrable Securities, as applicable, current at the time of receipt of such notice. (e) The Purchaser may participate in any third party underwritten registration hereunder unless it (i) agrees to sell the Registrable Securities or Additional Registrable Securities, as applicable, on the basis provided in any underwriting arrangements in usual and customary form entered into by the Purchaser, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to the terms of this Agreement.

  • Obligations of the Parties Clause 8

  • OBLIGATIONS OF THE LESSEE The Lessee shall keep the premises in a clean, sanitary, neat and presentable condition. The Lessee shall be responsible for the repairs, outside of ordinary wear and tear, of any part of the Premises that do not affect the structural parts of the building or structure in which it is located or those that are generally considered as minor repair (“Minor Repairs”) including but not limited to replacing light bulbs, cleaning or repairs of windows, doors, toilets and similar appurtenances. The Lessee shall, at its sole expense restore, repair and/or rectify any damage, outside of ordinary wear and tear, to the Premises caused by the Lessee or others that the lessee permits into the Premises that are not covered or compensable by any insurance.

  • Obligations of the Investors In connection with the registration of the Registrable Securities, the Investors 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 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 three (3) business 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. b. Each Investor, by such Investor's 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 the Registration Statements hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statements. c. In the event Investors holding a majority-in-interest of the Registrable Securities being registered (with the approval of the Initial Investors) determine to engage the services of an underwriter, each Investor agrees to enter into and perform such Investor'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 such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from such Registration Statement. d. Each Investor 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 3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or 3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements in usual and customary form entered into by the Company, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Obligations of the Seller The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2024-B Exchange Note or any 2024-B Lease or 2024-B Vehicle allocated to the 2024-B Reference Pool.

  • Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to sixty (60) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; (b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; (c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; (d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; (f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (h) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; (i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus. In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its xxxxxxx xxxxxxx policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.

  • Obligations of the Borrower 13 Section 3.01.

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