Obligations of the Shareholder the obligations of the Shareholder under this Deed are direct, general and unconditional obligations of the Shareholder;
Obligations of the Shareholder. (a) At least thirty (30) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Shareholder in writing of the information the Company requires from the Shareholder if the Shareholder elects to have any of the Shareholder's Registerable 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 Registerable Securities that the Shareholder shall furnish to the Company such information regarding itself, as shall be reasonably required to effect the registration of such Registerable Securities.
Obligations of the Shareholder. From and after the Closing Date, the Shareholder hereby agrees, to indemnify, defend and hold harmless Buyer and its respective employees, officers, partners and other Affiliates from and against any and all Losses which any of them may suffer, incur or sustain arising out of, attributable to, or resulting from: (a) any inaccuracy in or breach of any of the representations or warranties of the Company or the Shareholder made in this Agreement (it being agreed that solely for purposes of estab- lishing whether any matter is indemnifiable pursuant to this clause (a), the accuracy of the representations and warranties made by the Company or the Shareholder shall be determined without giving effect to the qualifications to such representa- tions and warranties concerning material or Company Material Adverse Effect); and (b) any breach or nonperformance of any of the covenants or other agreements made by the Company prior to the Closing or the Shareholder in or pursuant to this Agreement.
Obligations of the Shareholder. 19.1. The Shareholder guarantees as its own obligation to the Purchaser that it will maintain the corporate existence of the Seller for a period of __________ years as from the Effective Date.
Obligations of the Shareholder. The Shareholder hereby covenants:
Obligations of the Shareholder. At the Closing and subject to the terms, provisions and conditions contained herein, the Shareholder shall and shall cause the Company to take all actions and do all things necessary to sell, transfer, assign, convey and deliver the Shares to the Purchaser, free and clear of any and all Liens, and to consummate the transactions contemplated hereby, including, without limitation, delivery or causing to be delivered to the Purchaser the following:
Obligations of the Shareholder. Whenever a registration is to be effected pursuant to the terms of this Agreement, the Shareholder shall:
Obligations of the Shareholder. 19.1. The Shareholder guarantees as its own obligation to the Purchaser that it will maintain the corporate existence of the Seller for a period of __________ years as from the Effective Date. 19.2. The Shareholder guarantees as its own obligation to the Purchaser, the payment and performance when due of all amounts and obligations by the Seller in respect of the terms and conditions of this Agreement including, but not limited to, any Warranty Claim. Article 20 – Assignments 20.1. Subject to sub-article 2.5., no Party may assign any of its rights or transfer any of the obligations under this Agreement without the prior written consent of the other Parties. The Purchaser agrees to notify the Seller as soon as practicable after any assignment. 20.2. Following any assignment of rights or appointment of a limited liability company for the acquisition of the Business, the assignee or such company shall be jointly and severally liable vis-à-vis the Seller (or the Seller’s Group, as the case may be) for the due and timely performance of any obligation or fulfilment of any duty pursuant to this Agreement. XXX0000.xxxx Page 121 Tuesday, April 16, 2013 2:30 PM 122 ASSET PURCHASE AGREEMENT LARCIER STANDARD BUSINESS CONTRACTS 20.3. Where any obligation, representation or undertaking in this Agreement is expressed to be made or undertaken by 2 or more of the Purchasers or a member of the Purchaser’s Group they are jointly and severally liable in respect of it. Article 21 – Payments 21.1. All payments under this Agreement shall be made in euro, as follows: 21.1.1. if to the Seller in the bank account at __________ [name of the bank] with IBAN account number __________ or such other account as the Seller may specify; and 21.1.2. if to the Purchaser in the bank account at __________ [name of the bank] with IBAN account number __________ or such other account as the Purchaser may specify. 21.2. If any Seller is required by law to make a deduction or withholding in respect of any sum payable under this Agreement, the Purchaser shall, at the same time as the sum which is the subject of the deduction or withholding is payable, pay to the Purchaser such additional amount as is required to the effect that the net amount received by the Purchaser shall equal the full amount which would have been received by the Purchaser if no such deduction or withholding had been required to be made. Article 22 –
Obligations of the Shareholder
