Obligations of Buyer Clause Samples
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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. (a) Subject to the terms of this ARTICLE IX, from and after the Closing, Buyer shall indemnify and hold harmless the Seller Indemnified Parties from and against Losses incurred by any Seller Indemnified Party arising from: (i) any breach of any of the representations or warranties of Buyer in this Agreement or in any certificate delivered by or on behalf of Seller pursuant to this Agreement; (ii) the failure of Buyer to duly perform or observe any covenant, agreement or obligation to be performed or observed by Buyer pursuant to this Agreement; (iii) in the event Buyer has not delivered, to Seller a release as contemplated by Section 5.15 with respect to any Seller Guaranty, failure by Buyer or its Affiliates (including, after the Closing, the Company) to perform the obligations secured thereby; and (iv) any of the Assumed Liabilities.
(b) The obligation of Buyer to indemnify the Seller Indemnified Parties for Losses is subject to the following limitations: (i) Buyer shall not be required to provide indemnification to any Seller Indemnified Party pursuant to Section 9.3(b)(i) unless the aggregate amount of Losses incurred by all the Buyer Indemnified Parties in respect of all claims against Seller for indemnification under Section 9.3(b)(i) exceeds the Deductible, and then the Seller Indemnified Parties shall be entitled to indemnification for only the amount in excess of the Deductible, and (ii) in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify the Seller Indemnified Parties pursuant to Section 9.3(b)(i) exceed the Cap. Notwithstanding the foregoing sentence, in no event shall Buyer be required to provide indemnification to any Seller Indemnified Party for any single claim or aggregated claims arising out of substantially the same events or circumstances under Section 9.3(b)(i) unless the amount of such claim exceeds the De Minimis Claim Threshold.
(c) Notwithstanding anything to the contrary set forth herein, none of the Deductible, the Cap nor the De Minimis Claim Threshold shall apply to any claim involving Losses to the extent arising out of or relating to a breach of any Buyer Fundamental Representation.
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. 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. 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. 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. 59 12.3 Procedure............................................................ 59 12.4 Survival............................................................. 60 12.5
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. The obligations of Buyer to enter into and complete the transaction contemplated by this Agreement and each of the other Transaction Documents is subject to the fulfillment on the Closing Date of the following conditions, any one or more of which may be waived by Buyer in its sole discretion:
Obligations of Buyer. At the Closing, Buyer shall deliver or cause to be delivered to Seller:
(a) Buyer’s funds, by wire transfer, in the amount of Purchase Price.