Purchaser Notification Clause Samples
The Purchaser Notification clause requires the purchaser to formally inform the seller about specific events, changes, or issues relevant to the transaction. Typically, this clause outlines the circumstances under which notification must be given, such as delays in payment, changes in delivery instructions, or the discovery of defects in goods received. By establishing clear communication requirements, this clause helps prevent misunderstandings and ensures that both parties can respond promptly to important developments, thereby reducing the risk of disputes.
Purchaser Notification. Prior to or contemporaneously with the purchase of the Capital Securities by the Purchaser, the Placement Agent will take reasonable steps to inform the Purchaser that the Capital Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and (C) may not be offered, sold or otherwise transferred except in accordance with the legend set forth in Annex E hereto.
Purchaser Notification. Prior to or contemporaneously with the purchase of the Capital Securities by the Purchaser, the Placement Agent will take reasonable steps to inform the Purchaser that the Capital Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in accordance with an exemption from registration under the 1933 Act and (C) may not be offered, sold or otherwise transferred except (1) to the Company or (2) in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act ("Rule 144A")) that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, (y) Regulation S to a non-U.S. person in an offshore transaction or (z) any other available exemption from registration under the 1933 Act (including the exemption provided by Rule 144).
Purchaser Notification. The Purchasers acknowledge that the Capital Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold without registration under the 1933 Act in accordance with an exemption from the registration requirements of the 1933 Act and (C) may not be offered, sold or otherwise transferred except in accordance with the legend set forth in Annex E hereto.
Purchaser Notification. Reasonable steps will be taken by any Purchaser selling the Securities to inform persons acquiring Securities that the Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on Rule 144A, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, (2) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the 1933 Act, (3) until such time as the Company elects to become a business development company under the 1940 Act, to a Qualified Purchaser and (4) until such time as the Preferred Shares qualify as “publicly offered securities” under the Department of Labor Regulation Section 2510.3-101 (the “Plan Asset Regulations”), the Securities may not be sold or transferred to any transferee that is a benefit plan investor within the meaning of the applicable plan asset regulations, whether or not subject to Title I of ERISA or Section 4975 of the Code.
Purchaser Notification. Prior to or contemporaneously with the purchase of the Senior Notes by the Purchaser, the Placement Agent will take reasonable steps to inform the Purchaser that the Senior Notes (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in accordance with an exemption from registration under the 1933 Act and (C) may not be offered, sold or otherwise transferred except in accordance with the legend set forth in the Indenture.
Purchaser Notification. If section 14-250 requires the recipient of the Supply of the Property under this Contract to pay to the Commissioner an amount (Withholding Sum), the Purchaser must:
10.3.1 complete and lodge such online notification forms as the Commissioner may require to enable payment of the Withholding Sum to the Commissioner, including:
10.3.1.1 lodgement of Purchaser Notification Form 1 as soon as reasonably practicable after the day of sale but no later than two Business Days prior to Settlement; and
10.3.1.2 lodgement of Purchaser Notification Form 2 as soon as reasonably practicable on or after Settlement but no later than two Business Days after Settlement; and
10.3.2 in relation to each online notification form referred to in special condition 10.3.1, within two Business Days of lodgement of such form, notify the Vendor, or the Vendor’s representative, in writing that the form has been lodged, the date it was lodged, the PRN and LRN issued by the ATO (if any) and include a copy of the lodged form (if possible).
Purchaser Notification. The Purchaser shall have notified the Seller that the Purchaser has raised sufficient capital to pay the Upfront Purchase Price and has necessary seed funding as solely determined by Purchaser.
Purchaser Notification. Purchaser acknowledges and agrees that the Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and (C) may not be offered, sold or otherwise transferred except in accordance with the legend set forth in Annex E hereto. Notwithstanding anything contained herein, the Securities may be pledged or hypothecated by any investor in connection with a bona fide loan obtained for the purpose of funding the initial purchase of the Securities from the Company, provided that the Company is advised of such pledge or hypothecation and the lender provides the acknowledgement in the form attached as Annex F. Any such investor agrees to provide copies of any such loan and pledge agreements to the Company upon request. The Company acknowledges that a Purchaser may from time to time pledge or hypothecate of some or all of such Purchaser’s Securities in connection with a bona fide borrowing arrangement. The Company agrees that it shall not be required to approve or consent to any such pledge or hypothecation, and that it shall not require any opinion of counsel as a condition to such pledge or hypothecation, provided that a legal opinion may be required in connection with the subsequent transfer of such Securities or foreclosure upon such pledge. Purchasers agree to advise the Company of any such pledge or hypothecation and to cause the lender to provide the acknowledgement in the form of Annex F. Each Purchaser acknowledges and agrees that the Company shall not be responsible for any pledges relating to, or any hypothecation of, any Securities, or for any agreement, understanding or arrangement between such Purchaser and its pledgee or secured party. Each Purchaser agrees that except as provided in Section 6(b)(v), any Securities subject to a pledge or hypothecation arrangement shall continue to bear the legend set forth in Annex F and to be subject to the restrictions on transfer provided for by this Agreement. The Company acknowledges that a Purchaser may from time to time seek to transfer Securities to an affiliated entity wholly owned, directly or indirectly, by the Purchaser or members of such Purchaser’s immediate family, or as to which the Purchaser or members of such Purchaser’s immediate family are the beneficiaries, for estate planning purposes. The Company a...
Purchaser Notification. Each Placement Agent will take reasonable steps to inform persons acquiring Securities from the Company that the Securities (A) have not been and may not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on the exemption from registration pursuant to Section 4(2) of the 1933 Act, and (C) may not be offered, sold or otherwise transferred except (1) to the Company or (2) inside the United States pursuant to an available exemption from registration under the 1933 Act.
Purchaser Notification. Until the Closing, the Purchaser will give notice to the Seller upon becoming aware of any representation or warranty of the Seller or the Shareholders contained in this Agreement that, to the Purchaser’s Knowledge, is untrue or inaccurate, in each case at the time this Agreement is executed and until the Closing. In the event that the Purchaser fails to notify the Seller of its Knowledge of any such breach of representation or warranty in accordance with this Section 5.6, the Purchaser shall be deemed to have waived its right to be indemnified pursuant to Section 9.1(a) hereof with respect to such breach by the Seller and the Shareholders. The Purchaser’s Knowledge of any such breach will not affect Purchaser’s rights pursuant to Article 7 hereof.