Common use of Seller Obligations Clause in Contracts

Seller Obligations. In connection with any offering under any Registration Statement under this Agreement: (i) each Holder shall promptly furnish to the Company in writing such information with respect to such Holder and the intended method of disposition of its Registrable Securities as the Company may reasonably request or as may be required by law for use in connection with any related Registration Statement or Prospectus (or amendment or supplement thereto) and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not contain a material misstatement of fact or necessary to cause such Registration Statement or Prospectus (or amendment or supplement thereto) not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading; (ii) each Holder shall comply with the Securities Act and the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and the disposition of the Registrable Securities; (iii) each Holder shall not use any Free Writing Prospectus without the prior written consent of the Company; (iv) with respect to any underwritten offering pursuant to Section 3, (x) each Initiating Holder and each Holder participating in such offering pursuant to Section 3(c) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters and (y) no selling Holder may participate in any such underwritten offering unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, such underwriting agreement; and (v) each Shelf Requesting Holder shall enter into an underwriting agreement in customary form with managing underwriter or underwriters, and no Shelf Requesting Holder shall participate in any underwritten registration pursuant to Section 5(b) unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, such underwriting agreement.

Seller Obligations. In connection with any offering under any Registration Statement under this Agreement: (i) each Holder shall promptly furnish to the Company in writing such information with respect to such Holder and the intended method of disposition of its Registrable Securities as the Company may reasonably request or as may be required by law for use in connection with any related Registration Statement or Prospectus (or amendment or supplement thereto) and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not contain a material misstatement of fact or necessary to cause such Registration Statement or Prospectus (or amendment or supplement thereto) not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading; (ii) each Holder shall comply with the Securities Act and the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and the disposition of the Registrable Securities;; and (iii) each Holder shall not use any Free Writing Prospectus without the prior written consent of the Company; (iv) with respect to any underwritten offering pursuant to Section 3, (x) each Initiating Holder and each Holder participating in such offering pursuant to Section 3(c) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters and (y) no selling Holder may participate in any such underwritten offering unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, such underwriting agreement; and (v) each Shelf Requesting Holder shall enter into an underwriting agreement in customary form with managing underwriter or underwriters, and no Shelf Requesting Holder shall participate in any underwritten registration pursuant to Section 5(b) unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, with such underwriting agreement.

Seller Obligations. In connection with any offering under any Registration Statement under Subject to the terms and conditions of this Agreement, during the ECR Business Transition Period, Seller shall: (iA) each Holder shall promptly furnish undertake any mutually agreeable, commercially reasonable and lawful arrangement designed to provide to Buyer the Company in writing such information benefits (including the exercise of Seller’s or its applicable Subsidiaries’ rights) under, or with respect to such Holder and the intended method of disposition to, any Post-Closing Asset or Post-Closing Entity held by Seller or any of its Registrable Securities as Subsidiaries and any ECR Client Contract or Real Property Lease pending receipt of an applicable ECR Client Contract Approval or Lease Approval; (B) cause the Company may reasonably request Post-Closing Assets then held by Seller or as may be required by law any of its Subsidiaries to perform the Intercompany Work Arrangements for use in connection with any related Registration Statement or Prospectus (or amendment or supplement thereto) Existing Contracts, Existing Proposals and all information New Proposals required to be disclosed in order to make the information previously furnished to the Company performed by such Holder not contain a material misstatement of fact or necessary Post-Closing Assets pursuant to cause such Registration Statement or Prospectus (or amendment or supplement thereto) not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleadingSection 2.1(c); (iiC) each Holder shall comply with hold all monies paid to Seller or any of its Subsidiaries (including the Securities Act and Post-Closing Entities then held by Seller or any of its Subsidiaries) in respect of any Post-Closing Assets then held by Seller or any of its Subsidiaries in trust for the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and the disposition account of the Registrable SecuritiesBuyer; (iiiD) each Holder shall not use hold all monies paid to Seller or any Free Writing Prospectus without of its Subsidiaries (including the prior written consent Post-Closing Entities then held by Seller or any of its Subsidiaries) in respect of any ECR Client Contract pending ECR Client Approval in trust for the Companyaccount of Buyer; (ivE) remit all money received pursuant to clause (C) or (D) above to Buyer pursuant to Article III; (F) with respect to any underwritten offering pursuant to Section 3the ECR India Assets, (x) each Initiating Holder ECR India Liabilities and each Holder participating in such offering pursuant to Section 3(c) shall enter into an underwriting agreement in customary form ECR India Work Force, comply with the managing underwriter covenants and agreements of Seller set forth on EXHIBIT F; (G) with respect to Xxxxxx Xxxxx and Turbag Consulting Engineers, comply with the covenants and agreements of Seller set forth on EXHIBIT G; (H) to the extent Seller is reasonably aware, keep Buyer reasonably informed of the day-to-day matters of the Post-Closing Assets, Post-Closing Entities and Post-Closing Liabilities then held by Seller or underwriters any of its Subsidiaries; (I) continue to provide Business Guarantees in respect of the Post-Closing Assets, Post-Closing Entities and (y) Post-Closing Liabilities then held by Seller or any of its Subsidiaries, in each case in accordance with the ordinary course practices and procedures of Seller; provided, that Seller shall have no selling Holder may participate in obligation to provide any such underwritten offering unless Business Guarantee after the date hereof in excess of $5,000,000 individually or $50,000,000 in the aggregate and any indemnification or reimbursement in connection with such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under Business Guarantees shall be subject to the terms of, or set forth in connection with, such underwriting agreementSection 5.09(c) of the Transaction Agreement; (J) take commercially reasonable efforts to cooperate with Buyer to obtain all ECR Client Approvals; (K) take commercially reasonable efforts to cooperate with Buyer to obtain all Lease Approvals; and (vL) each Shelf Requesting Holder shall enter into an underwriting agreement in customary form with managing underwriter exercise its legal rights to manage and operate the Post-Closing Assets, Post-Closing Entities and Post-Closing Liabilities then held by Seller or underwriters, any of its Subsidiaries as reasonably and no Shelf Requesting Holder shall participate in any underwritten registration pursuant to Section 5(b) unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, such underwriting agreementlawfully directed by Buyer.

Seller Obligations. In connection with any offering under any Registration Statement under this Agreement: (i) each Holder shall promptly furnish to the Company in writing such information with respect to such Holder and the intended method of disposition of its Registrable Securities as the Company may reasonably request or as may be required by law for use in connection with any related Registration Statement or Prospectus (or amendment or supplement thereto) and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not contain a material misstatement of fact or necessary to cause such Registration Statement or Prospectus (or amendment or supplement thereto) not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading; (ii) each Holder shall comply with the Securities Act and the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and the disposition of the Registrable Securities; (iii) each Holder shall not use any Free Writing Prospectus without the prior written consent of the Company; (iv) with respect to any underwritten offering pursuant to Section 3, (x) each Initiating Holder and each Holder participating in such offering pursuant to Section 3(c) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters and (y) no selling Holder may participate in any such underwritten offering unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, such underwriting agreement; and (v) each Shelf Requesting Holder shall enter into an underwriting agreement in customary form with managing underwriter or underwriters, and no Shelf Requesting Holder shall participate in any underwritten registration pursuant to Section 5(b) unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, with such underwriting agreement.

Seller Obligations. In connection with (a) Between the date of this Agreement and the Closing, Seller shall cause each respective Property to be maintained in the same condition and repair as currently being maintained, ordinary wear and tear alone excepted, free from any offering under mechanic’s liens, and shall not cause or permit any Registration Statement under this Agreementphysical waste upon any Property. (b) With respect to each respective Property, Seller further agrees through the Closing Date: (i) each Holder shall promptly furnish to keep in existence all fire and extended coverage, insurance policies, and all public liability insurance policies, that are in existence as of the Company in writing such information date of this Agreement with respect to such Holder and the intended method of disposition of its Registrable Securities as the Company may reasonably request or as may be required by law for use in connection with any related Registration Statement or Prospectus (or amendment or supplement thereto) and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not contain a material misstatement of fact or necessary to cause such Registration Statement or Prospectus (or amendment or supplement thereto) not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleadingProperty; (ii) each Holder shall comply not to enter into any contract or service agreement with respect to or affecting the Securities Act and Property which would be binding upon Buyer following the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and the disposition of the Registrable SecuritiesClosing Date, without Buyer’s prior written consent; (iii) each Holder shall not use to sell, transfer, pledge, encumber or grant any Free Writing Prospectus without interest in the prior written consent Property, or any part thereof, in any form or manner whatsoever or otherwise perform or permit any act which would prevent Seller’s full performance of the Companyits obligations hereunder; (iv) not to incur any additional indebtedness secured by the Property or any portion thereof; (v) other than the Lease, not to enter into, amend, waive any rights under, terminate or extend any lease, Contract or License, nor apply any security or other deposits held under any lease to delinquent rents, without Buyer’s prior written consent; (vi) to file all tax returns required by the taxing authorities in connection with respect the ownership and operation of the Property, and to pay all taxes and special assessments levied against or incurred in connection with the ownership or operation of the Property, as such taxes and special assessments become due and payable; and to promptly advise Buyer in writing as such matters come within the knowledge of Seller of any (A) material changes, additions, deletions or modifications in or to any underwritten offering of the materials delivered to Buyer pursuant to Section 3this Agreement and promptly provide Buyer with true, (x) each Initiating Holder complete and each Holder participating in correct copies of such offering pursuant to Section 3(c) shall enter into an underwriting agreement in customary form with the managing underwriter changes, additions, deletions or underwriters modifications and (yB) no selling Holder may participate changes in circumstances which would render the representations and warranties made by Seller herein false or misleading in any such underwritten offering unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, such underwriting agreementmaterial respect; and (vvii) each Shelf Requesting Holder shall enter into an underwriting agreement in customary form to the extent assumed by Buyer or binding upon Buyer following the Closing, to comply with managing underwriter or underwriters, and no Shelf Requesting Holder shall participate in any underwritten registration pursuant to Section 5(b) unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms ofof all Licenses, or in connection with, such underwriting agreementContracts and any other agreements affecting the Property.

Seller Obligations. In connection with any offering under any Registration Statement under this Agreement: (i) each Holder shall promptly furnish to the Company in writing such information with respect to such Holder and the intended method of disposition of its Registrable Securities as the Company may reasonably request or as may be required by law for use in connection with any related Registration Statement or Prospectus (or amendment or supplement thereto) and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not contain a material misstatement of fact or necessary to cause such Registration Statement or Prospectus (or amendment or supplement thereto) not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading; (ii) each Holder shall comply with the Securities Act and the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and the disposition of the Registrable Securities; (iii) each Holder shall not use any Free Writing Prospectus without the prior written consent of the Company; (iv) with respect to any underwritten public offering pursuant to Section 3, (x) each Initiating Holder and each Holder participating in such offering pursuant to Section 3(c) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters and (y) no selling Holder may participate in any such underwritten public offering unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, such underwriting agreement; and (v) each Shelf Requesting Holder shall enter into an underwriting agreement in customary form with managing underwriter or underwriters, and no Shelf Requesting Holder shall participate in any underwritten registration pursuant to Section 5(b) unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, such underwriting agreement.

Seller Obligations. In connection with any offering under any Registration Statement under this Agreement(a) Until the Existing Credit Support Release Condition is satisfied, the Seller shall use best endeavours to, and, during the Interim Period, shall use best endeavours to procure, that the Acquired Entities: (i) each Holder shall promptly furnish take any actions, to the Company in writing extent such information with respect actions are within their control, to such Holder and ensure that the intended method Existing Credit Support Instruments are not breached or enforced as a result of disposition of its Registrable Securities as which the Company may reasonably Existing Credit Support Provider has a right to request cash collateral or as may be required by law for use in connection with any related Registration Statement or Prospectus (or amendment or supplement thereto) and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not contain a material misstatement of fact or necessary to cause such Registration Statement or Prospectus (or amendment or supplement thereto) not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading;terminated; and (ii) refrain from taking any actions which would cause the Existing Credit Support Instruments to be breached or enforced as a result of which the Existing Credit Support Provider has a right to request cash collateral or terminated, in each Holder case prior to such Existing Credit Support Instruments being released in accordance with Schedule 21 (Specified Credit Support Instruments); provided that the Seller may replace any Existing Credit Support Instrument with (i) a replacement Credit Support Instrument satisfying the requirements of the immediately following paragraph or (ii) cash collateral to the extent such cash collateral is not provided by the Acquired Entities. (b) During the Interim Period, the Seller shall, and shall procure that the relevant Acquired Entity shall, enter into arrangements to extend or replace each Existing Credit Support Instrument that will expire before Closing on terms not less favourable in the aggregate than the terms of such Existing Credit Support Instrument; provided that the Seller shall, and shall procure that the relevant Acquired Entity shall, request the relevant Existing Credit Support Provider to agree that such extended or replaced Existing Credit Support Instruments do not contain (i) a change of control provision or (ii) a cash collateral requirement. (c) During the Bridge Period, the Seller shall pay any fees required to be paid under the Existing Credit Support Instruments by the Seller. (d) The Seller shall indemnify and hold each Acquired Entity and the Buyer harmless from and against all Losses suffered or incurred by such Acquired Entity or the Buyer in relation to or arising out of any breach by the Seller of paragraph 3(c) of this Schedule 21 (Specified Credit Support Instruments). (e) If an Existing Credit Support Provider demands that an Acquired Entity deposit cash with or provide a Credit Support Instrument to the relevant Existing Credit Support Provider in connection with an Existing Credit Support Instrument and such demand is made solely for a reason other than a reason related to an Acquired Entity’s business or an Acquired Entities’ Concession (it being understood that the parties agree that a demand based on a Chubb Triggering Event shall not be deemed to be related to an Acquired Entity’s business or an Acquired Entities’ Concession), then, not later than one (1) day before the date the relevant Acquired Entity must deposit such cash with or provide such collateral to the relevant Existing Credit Support Provider, the Seller shall deposit cash in the amount demanded in a dedicated blocked account, provide such collateral to the relevant Existing Credit Support Provider or take any and all other actions, including through payment of any amount to the relevant Existing Credit Support Provider, to satisfy and lift such demand of the Existing Credit Support Provider on behalf of the Acquired Entity, subject to (other than in the case of a demand from Chubb in connection with a Chubb Triggering Event) such arrangements being reasonably satisfactory to the Existing Credit Support Provider, provided that such cash or collateral may be released to the Seller promptly upon the relevant Existing Credit Support Instrument Release Condition being satisfied but in no event on or before the Bridge Period Expiration Date. (f) The Seller shall promptly return each Buyer Credit Support Instrument in its possession to the Buyer or its designee upon the satisfaction of the Existing Credit Support Instrument Release Condition with respect to each relevant Existing Credit Support Instrument. (g) The Seller shall cooperate, in so far as it is in its powers, with the Buyer as may be reasonably requested by the Buyer for it to comply with the Securities Act and obligations of the Exchange Act and all applicable state securities laws and comply Buyer set forth in this Schedule 21 (Specified Credit Support Instruments), including in connection with: (i) the replacement of the relevant Existing Credit Support Instruments with all applicable regulations the New Guarantee Bank Credit Support Instrument or other Credit Support Instruments, (ii) the qualification of the Seller as beneficiary under any Credit Support Instrument in connection with the registration terms of this Schedule 21 (Specified Credit Support Instruments) and the disposition of the Registrable Securities; (iii) each Holder delivery of any Credit Support Instrument required to be delivered at Closing. (h) Notwithstanding anything herein to the contrary, nothing in this paragraph 3 shall not use any Free Writing Prospectus without be deemed to constitute a condition to Closing and the prior written consent obligations of the Company; (iv) with respect Buyer to any underwritten offering pursuant consummate the Transaction and the other transactions contemplated by this Agreement are not subject to Section 3, (x) each Initiating Holder and each Holder participating in such offering pursuant to Section 3(c) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters and (y) no selling Holder may participate in any such underwritten offering unless such selling Holder completes and/or provides all questionnaires, powers obligations of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, such underwriting agreement; and (v) each Shelf Requesting Holder shall enter into an underwriting agreement in customary form with managing underwriter or underwriters, and no Shelf Requesting Holder shall participate in any underwritten registration pursuant to Section 5(b) unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, such underwriting agreementSeller herein.

Seller Obligations. In connection During the Interim Period, Seller shall comply with any offering under any Registration Statement under this Agreementthe following: (i) each Holder shall promptly furnish to Promptly notify Buyer and provide details upon the Company in writing such information occurrence of: (i) any written notice of default or termination received or given by Seller with respect to such Holder and the intended method Exploration Right or the JOA, (ii) any written notice of disposition of its Registrable Securities as the Company may reasonably request any pending or as may be required by law for use in connection with any threatened claim, demand, action, suit, inquiry or proceeding related Registration Statement or Prospectus (or amendment or supplement thereto) and all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not contain a Exploration Right or the JOA (iii) any material misstatement damage, destruction or loss to major assets under the Exploration Right, (iv) any event or condition that would render impossible Buyer’s right to the transfer of fact or necessary to cause such Registration Statement or Prospectus (or amendment or supplement thereto) not to omit a material fact with respect to such Holder necessary in order to make the statements therein not misleading;Assigned Interest hereunder (ii) each Holder shall comply with the Securities Act and the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and the disposition Not transfer, sell, mortgage, pledge, encumber or dispose of any portion of the Registrable SecuritiesAssigned Interest; (iii) each Holder shall not use Consult with Buyer before voting on any Free Writing Prospectus without Operating Committee decisions under the prior written consent of the CompanyJOA; (iv) Comply with Anti-Bribery Laws and Regulations in respect to any underwritten offering pursuant to Section 3of the Exploration Right, (x) each Initiating Holder JOA and each Holder participating in such offering pursuant to Section 3(c) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters and (y) no selling Holder may participate in any such underwritten offering unless such selling Holder completes and/or provides all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or in connection with, such underwriting agreementExploration Right Area; and (v) each Shelf Requesting Holder Notwithstanding the aforementioned, Seller and Xxxxx shall prior to any meeting of the Operating Committee agree and align their voting position on any decisions in the Operating Committee in relation to the following matters (and strictly excluding any Urgent Operational Matters, as defined in the JOA): 1. to enter into an underwriting agreement a next Renewal Period, or to not enter a next Renewal Period, or to extend the existing Phase; 2. to adopt any Work Program and Budget, or to amend any approved Work Program and Budget; 3. any matters related to any Joint Operations; 4. to amend or to supplement the JOA or the Exploration Right; 5. any wholly or partial relinquishment of any Exploration Right Area; 6. approval of any AFEs; and 7. any disposal of any of Seller’s rights under the Exploration Right in customary form with managing underwriter whatever way or underwritersform. If Xxxxxx and Xxxxx have not been able to agree their voting position at the date of the meeting of the Operating Committee in which the relevant decision is to be voted on, each of Seller and Buyer shall abstain from voting. If Xxxxxx and Buyer have agreed their voting positions at the date of the meeting of the Operating Committee in which the relevant decision is to be voted on, and no Shelf Requesting Holder shall participate Seller votes in breach of the agreed voting position on that decision, Buyer shall, without prejudice to any underwritten registration other rights or remedies available to Buyer pursuant to Section 5(b) unless such selling Holder completes and/or provides all questionnairesthis Agreement or otherwise, powers of attorney, indemnities, underwriting agreements and other documents or information reasonably required under the terms of, or be entitled to terminate this Agreement in connection with, such underwriting agreementfull without liability.