The Purchaser’s Obligations Clause Samples
The Purchaser’s Obligations clause defines the specific duties and responsibilities that the buyer must fulfill under the contract. This typically includes requirements such as making timely payments, providing necessary information or documentation, and cooperating with the seller to facilitate the transaction. By clearly outlining what is expected from the purchaser, this clause helps ensure that both parties understand their roles, reducing the risk of disputes and promoting smooth contract performance.
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. 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. On Closing, the Purchaser shall deliver or make available to the Seller the following:
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. Neither the Parent nor the Seller shall have any obligation to pay any financial advisory, finder's 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 herein, and the Purchaser hereby agrees to defend, indemnify and hold the Parent and the Seller harmless from any Damages sustained or incurred by the Seller by reason of any such claim for any such fee or other compensation. 48 SECTION XI
The Purchaser’s Obligations. On Closing, the Purchaser shall deliver or make available to the Seller the following:
1.2.1 the Ancillary Agreements (other than the France SPA and the Netherlands APA and, if they have not been agreed, the Transitional Services Agreement, the Transitional Distribution Services Agreement and the Influenza Business Manufacturing and Supply Agreement) duly executed by the relevant members of the Purchaser’s Group;
1.2.2 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 15), in each case to the extent that they are parties thereto.
The Purchaser’s Obligations. 1.2.1 On the NatWest Closing, the Purchaser shall deliver to the Business Sellers:
(i) evidence of the due fulfilment of the conditions set out in Clause 4.1.1 of this Agreement for which the Purchaser is responsible;
(ii) all relevant Transaction Documents in the Agreed Terms duly executed by the Purchaser or other member of the Purchaser’s Group; and
(iii) evidence that the Purchaser is authorised to execute each of the Transaction Documents to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule).
1.2.2 On the RBS Closing, the Purchaser shall deliver to the Business Sellers:
(i) all relevant Transaction Documents (if any) duly executed by the Purchaser or other member of the Purchaser’s Group; and
(ii) evidence that the Purchaser is authorised to execute each of the Transaction Documents (if any) to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule).
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.