Purchaser Obligations Clause Samples

Purchaser Obligations. Section 7.1Pursuit of State Regulatory Approval . Purchaser shall use Commercially Reasonable Efforts to make an initial filing for State Regulatory Approval no later than twenty (20) Business Days after the Signing Date (the “State Regulatory Target Filing Date”). Seller shall act diligently and cooperate with Purchaser’s efforts to seek State Regulatory Approval and promptly provide any information, including the filing of testimony, reasonably requested by Purchaser or required for State Regulatory Approval and/or any regulatory proceedings or litigation that may arise relating to the State Regulatory Approval. As part of such cooperation, Seller shall file on or prior to the State Regulatory Target Filing Date an application for declination of jurisdiction with the State Regulatory Agency in connection with the Transactions. Nothing in this Agreement shall require Purchaser to accept any condition to, limitation on, or other requirement concerning the State Regulatory Approval that, in Purchaser’s sole discretion, is unacceptable to Purchaser. Nothing in this Agreement shall require Seller to accept any condition to, limitation on, or other requirement concerning the declination of jurisdiction from the State Regulatory Authority that, in Seller’s sole discretion, is unacceptable to Seller.

Purchaser Obligations. Purchaser shall reimburse and pay for any documented taxes, fees or charges imposed or authorized by any Governmental Authority and paid by Provider due to Provider’s sale of Solar Services to Purchaser (other than income taxes imposed upon Provider). Provider shall notify Purchaser in writing with a detailed statement of such amounts, which shall be invoiced by Provider and payable by Purchaser. Purchaser shall timely report, make filings for, and pay any and all sales, use, income, gross receipts or other taxes, and any and all franchise fees or similar fees assessed against it due to its purchase of the Solar Services. This Section 9.1 excludes taxes specified in Section 9.2.

Purchaser Obligations. The Parties hereby agree and acknowledge that (a) all obligations of the Purchasers hereunder, including with respect to each Purchaser’s compliance with all applicable covenants and the making by each Purchaser of the representations and warranties set forth in Section 4, are several and not joint and (b) no Purchaser shall have any obligation or liability of any kind to the Company or to any other Person in respect of any breach or noncompliance with respect to this Agreement by any other Purchaser.

Purchaser Obligations. The Purchaser will (a) provide, upon request, prompt written notice to the Token Issuer, and in any event within 30 days of such request, of any change in the Purchaser’s U.S. tax or withholding status, and (b) execute properly and provide to the Token Issuer, within 30 days of written request by the Token Issuer (or any other Sponsoring Party), any other tax documentation or information that may be reasonably required by the Token Issuer (or another Sponsoring Party) in connection with the operation of the Token Issuer or Blockstack Network to comply with applicable laws and regulations (including, but not limited to, the name, address and taxpayer identification number of any “substantial U.S. owner” (as defined in the Code) of the Purchaser or any other document or information requested by the Token Issuer (or another Sponsoring Party) in connection with the Token Issuer complying with FATCA and/or any IGA or as required to reduce or eliminate any withholding tax directly or indirectly imposed on or collected by or with respect to the Token Issuer), and (c) execute and properly provide to the Token Issuer, within 30 days of written request by the Token Issuer (or another Sponsoring Party), any tax documentation or information that may be requested by the Token Issuer (or any Sponsoring Party).

Purchaser Obligations. In connection with the registration of the Registrable Shares, Purchaser shall use its commercially reasonable efforts to: (i) during the Registration Effective Period, comply with the provisions of the Securities Act with respect to the Registrable Shares covered by the Registration Statement; (ii) furnish to each Holder, (A) as soon as reasonably practicable after the Registration Statement is filed with the SEC, one copy of the Registration Statement, each prospectus forming a part of the Registration Statement, and each amendment or supplement thereto, and (B) following the effective date of the Registration Statement, such number of copies of the prospectus and all amendments and supplements thereto and such other documents, as such Holder may reasonably request in order to facilitate the disposition of the Registrable Shares owned by such Holder; (iii) (a) register or qualify the Registrable Shares covered by the Registration Statement under such securities or “Blue Sky” laws of all jurisdictions requiring Blue Sky registration or qualification, (b) prepare and file in such jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Effective Period, (c) take all such other lawful actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Effective Period, and (d) take all such other lawful actions reasonably necessary or advisable to qualify the Registrable Shares for sale in such jurisdictions; provided, however, that Purchaser shall not be required in connection therewith or as a condition thereto to (I) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4.9(b)(iii) or (II) file a general consent to service of process in any such jurisdiction; (iv) subject to the terms of the Offer Documents, cooperate with the Holders who hold Registrable Shares to facilitate the timely preparation and delivery of certificates for the Registrable Shares and enable such certificates to be in such denominations or amounts, as the case may be, as the Holders reasonably may request and registered in such names as the Holders may request; and, within three (3) Business Days after the Registration Statement is declared effective by the SEC, deliver and cause legal counsel selected by...

Purchaser Obligations. At the Closing, Purchaser shall (i) deliver the Purchase Price to Seller as provided in Section 3.2 and (ii) execute and deliver to Seller the following in such form and substance as are reasonably acceptable to the Other Sellers and Seller: (a) the documents described in Section 7.2; (b) such instruments of conveyance with respect to the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights, Purchased Seller Subsidiaries and Assumed Liabilities as are referred to in Section 2.3(a) and such other assignment and conveyance documents as shall be necessary to convey the Purchased Assets, the Transferred Business Intellectual Property, the Transferred Business Intellectual Property Rights and the Purchased Seller Subsidiaries and consummate the other transactions contemplated hereby in each jurisdiction; and (c) such other documents and instruments as counsel for Purchaser and Seller mutually agree to be reasonably necessary to consummate the transactions described herein.

Purchaser Obligations. The Purchaser will (a) provide, upon request, prompt written notice to the Company, and in any event within 30 days of such request, of any change in the Purchaser’s U.S. tax or withholding status, and (b) execute properly and provide to the Company, within 30 days of written request by the Company (or any other Sponsoring Party), any other tax documentation or information that may be reasonably required by the Company (or another Sponsoring Party) in connection with the operation of the Company or Platform to comply with applicable laws and regulations (including, but not limited to, the name, address and taxpayer identification number of any “substantial U.S. owner” (as defined in the Code) of the Purchaser or any other document or information requested by the Company (or another Sponsoring Party) in connection with the Company complying with FATCA and/or any IGA or as required to reduce or eliminate any withholding tax directly or indirectly imposed on or collected by or with respect to the Company), and (c) execute and properly provide to the Company, within 30 days of written request by the Company (or another Sponsoring Party), any tax documentation or information that may be requested by the Company (or any Sponsoring Party).

Purchaser Obligations. Expiration. Upon expiration of this Master Contract, Purchaser shall accept and take delivery of all outstanding and not yet fulfilled Purchase Orders and pay Contractor the price as set out in the Master Contract. Notwithstanding any provision to the contrary, in no event shall a Purchaser’s Purchase Order pursuant to this Master Contract that is executed prior to expiration of this Master Contract allow for Contractor to provide Goods and/or Services more than twelve (12) months beyond the expiration date of the Master Contract.

Purchaser Obligations. Each Purchaser represents, warrants and covenants to the Company that each Purchaser has complied and will comply with all Securities Laws and all other applicable laws and regulations or similar enactments applicable in respect of the Offering in each of their jurisdictions of organization.