The Purchaser’s Obligations. On Closing, the Purchaser shall deliver or make available to each Seller the following:
1.4.1 the Ancillary Agreements (other than the France SAPA and the Netherlands SAPA and, if they have not been agreed, the Transitional Services Agreements, the Manufacturing and Supply Agreements, the Transitional Distribution Services Agreements and the Support Services Agreement) duly executed by the relevant members of the Purchaser’s Group; and
1.4.2 evidence reasonably satisfactory to the Seller that the Purchaser, and each of its relevant Affiliates, are authorised to execute this Agreement, the Ancillary Agreements and the Local Transfer Documents (including, where relevant, any notarial deeds referred to in this Schedule 11), in each case, to the extent that they are parties thereto. In addition, subject to GlaxoSmithKline and Novartis having done or procured to be done those things set out in paragraphs 1.1, 1.2 and 1.3, as relevant, at Closing the Purchaser shall:
1.4.3 allot and issue the A Shares to GlaxoSmithKline (or such other of GlaxoSmithKline’s Wholly-Owned Subsidiaries as GlaxoSmithKline may direct by notice in writing to the Purchaser at least five Business Days prior to the Closing Date, provided that no more than two members of GlaxoSmithKline’s Group shall be issued A Shares at Closing); and
The Purchaser’s Obligations. On Closing, the Purchaser shall deliver or make available to the Seller:
The Purchaser’s Obligations. The Company shall not have any obligation to pay any fee or other compensation to any person, firm or corporation claiming by, through or under the Purchaser or any Affiliate thereof in connection with this Agreement and the transactions contemplated hereby, and the Purchaser hereby agrees to indemnify and save the Company harmless from any and all Damages sustained or incurred by the Company by reason of any such claim for any such fee or other compensation.
The Purchaser’s Obligations. The Seller shall not have any obligation to pay any fee or other compensation to any person, firm or corporation dealt with by the Purchaser in connection with this Agreement and the transactions contemplated hereby and the Purchaser agrees to indemnify and save the Seller harmless from any liability, damage, cost or expense arising from any claim for any such fee or other compensation.
The Purchaser’s Obligations. The Purchaser shall keep confidential any technical or marketing information, such as formulations, or technical specifications, or any confidential information, including, but not limited to, trade secrets and commercial relevant information, which the Purchaser may acquire from the Seller. Such obligation of confidentiality does not apply if such information is in the public domain or already known to the Purchaser at the time of disclosure. The aforesaid obligation of confidentiality shall be extended also to the representatives, agents and employees/collaborators of the Purchaser, and it shall remain in force and effect without any limitation in time.
The Purchaser’s Obligations. On Closing, the Purchasers shall deliver or make available to the Seller:
1.2.1 evidence that the Purchasers are authorised to execute this Agreement and the Local Transfer Documents (including, where relevant, any notarial deeds referred to in this Schedule);
1.2.2 immediately following the execution of the Local Transfer Documents, the Relevant Purchaser shall resolve to appoint or procure the appointment of those individuals identified by the Purchaser as Directors of the Group Companies; and
The Purchaser’s Obligations. On Closing, the Purchaser shall deliver or make available to the Sellers:
1.2.1 evidence, in a form satisfactory to the Sellers, of the due fulfillment of the HSEC Work Plan Condition;
1.2.2 evidence, in a form satisfactory to the Sellers, of the due fulfilment of the Bank Guarantee Condition;
1 Note to Purchaser: The Target Companies are SACs with no board of directors.
1.2.3 evidence, in a form satisfactory to the Sellers, of payment of the Closing Consideration into the account specified by the Sellers pursuant to Clause 15.6 (Method of Payment and Set Off);
1.2.4 evidence that the Purchaser is authorised to execute this Agreement and any other Transaction Document to which it is party;
1.2.5 an original copy of the minute (minuta) and public deed (escritura pública) of the Security Trust Agreement duly executed by the Purchaser;
1.2.6 an original copy of the minute (minuta) and public deed (escritura pública) of the NSR Royalty Deed duly executed by the Purchaser;
1.2.7 a copy of the written notification from the Purchaser delivered to Oxidos and Remediadora Ambiental, respectively (in letter form and executed by the Purchaser), instructing such Target Companies to record the Security Trust Agreement over the Shares issued by Oxidos and Remediadora Ambiental, respectively, in the applicable share ledgers (matrículas de acciones), including the transfer in trust of all Shares and the corresponding share certificates issued by Oxidos and Remediadora Ambiental, respectively, as set out in the Security Trust Agreement;
1.2.8 evidence that (i) the transfer in trust of the Shares issued by Oxidos and Remediadora Ambiental has been duly recorded in the share ledgers (matrículas de acciones) of such Target Companies in accordance with the Security Trust Agreement, and (ii) the share certificates for the Shares issued by Oxidos and Remediadora Ambiental as set out in paragraph 2.1.1 of this Schedule 4 have been duly endorsed by the Purchaser and delivered to the Peruvian Trustee under the terms of the Security Trust Agreement;
1.2.9 evidence of filing of the Security Trust Agreement and the NSR Royalty Deed before the applicable public registries of Peru and in accordance with their terms;
1.2.10 a completed Beneficial Ownership Certificate and Confirmation in the Sellers’ Group’s standard form, together with any documentation required to be enclosed therein2; and
1.2.11 save in the case of fraud and wilful misconduct, a waiver and release (with effect from Clo...
The Purchaser’s Obligations. 2.1. The Purchaser will, in reasonable time, before making an order, inform Pumpteq about the standards and regulations relevant to the destination country regarding the Services, Supplies, accidents, prevention of sickness and operation. Safety gadgets will be provided in the quantities previously decided on in writing.
2.2. Labor carried out by the Purchaser Wherever demanded by the Contract, or wherever agreed upon subsequently between the Purchaser and Pumpteq, the Purchaser will offer, at his own cost, unskilled and skilled labor in sufficient quantity and competent enough to carry out the appropriate, designated work. This labor force will feature a minimum of one xxxxxxx who speaks the English language fluently. The Purchaser will obtain and sustain an appropriate employer and Xxxxxxx'x liability insurance as demanded by the relevant laws for any work offered by him as part of this agreement. The unskilled and skilled labor offered by the Purchaser will stay under the Purchaser's control but will work to the instructions and orders of the Supervisors of Pumpteq. Pumpteq will not have liability for any omission, negligence or act of this labor, apart from when such an omission or act results from any negligence on the part of the Supervisors of Pumpteq (always subject to the Overall Liability Limitations clause included within this agreement). The Purchaser will designate an individual to be their representative for the Contract's purposes and will inform Pumpteq in writing of this appointment. This individual will have complete authorization to act on the Purchaser's behalf for the Contract's purposes.
2.3. Facilities offered by Purchaser The Purchaser will offer the facilities below at his own cost:
(a) Sufficiently equipped and furnished living quarters for the Supervisors use during their time at the site along with other required expenses and subsistence for them;
(b) Transport between the site and the area of departure and arrival for the Supervisors and for transport between site and accommodation;
(c) All equipment and tools to carry out the Services encompassing, but not restricted to, heavy tools, hand tools, lifting equipment, any special tools, scaffolding, cranes, welding sets and lighting. All these equipment and tools will be kept in a suitable and safe state by the Purchaser and, when necessary, be completely tested;
(d) All site protection, security, observing along with carrying out the appropriate maintenance and operation of every...
The Purchaser’s Obligations. (i) Against compliance by the Vendor with its obligations pursuant to Clause 4(A), on the Sale Completion Date, the Purchaser shall make or procure the making of payment in US dollars for value of the aggregate Sale Price, of the total number of the Sale Shares to the Vendor’s nominated receiving agent, and the Vendor agrees that the payment thereof shall constitute a complete discharge of the Purchaser’s payment obligations in respect of the Placing Shares; and
(ii) (if applicable) the Purchaser shall as soon as reasonably practicable after the Sale Completion, arrange for payment of any stamp duty and prescribed fees for the transfer of the Sale Shares.
The Purchaser’s Obligations. 1. The Purchaser shall in all respects grant its co-operation to the Seller to support the Seller in meeting its obligations under Article III. hereof.
2. The Purchaser shall notify the Company of the Share transfer within 3 (in words: three) days from the day on which the Shares are delivered to the Purchaser.
