Acts of Buyer Clause Samples
The "Acts of Buyer" clause defines the responsibilities and actions required of the buyer under the contract. It typically outlines specific obligations such as providing necessary information, approvals, or access to the seller to facilitate the performance of contractual duties. For example, the buyer may need to supply technical specifications or ensure timely payments. This clause ensures that the seller is not held liable for delays or failures resulting from the buyer's inaction or failure to fulfill their obligations, thereby allocating risk and clarifying each party's responsibilities.
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Acts of Buyer. No Warrantor shall be liable in respect of a Warranty Claim to the extent that such claim is solely attributable to, or is increased directly as a result of, any voluntary act, omission, transaction or arrangement not otherwise required or contemplated hereunder or under any other Transaction Document, that is carried out at the written request of the Buyer on or after Completion, and for these purposes any act, omissions, transaction or arrangement which the Buyer considers (acting reasonably) is required to comply with applicable laws or the terms of any agreement or arrangement that exists as at the date of this Agreement shall not be voluntary. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Acts of Buyer. Any information, communication, request, demand, authorization, direction, notice, consent, waiver, report or other action provided by this Agreement to be given or performed by the Buyer shall be effective if given or performed by the Buyer or by the Collateral Manager on the Buyer’s behalf.
Acts of Buyer. The Seller shall not be liable in respect of a Claim to the extent that such Claim is attributable to, or is increased directly or indirectly as a result of any act, omission, transaction or arrangement carried out with the prior written approval of the Buyer whether before or at Closing.
Acts of Buyer. At the Closing, Buyer will execute and deliver or cause to be executed and delivered to Seller such certificates, instruments and documents as are required by this Agreement or as are required to give full effect to the transactions provided for herein. Such shall include, but not be limited to, the following:
Acts of Buyer. The Warrantors shall not be liable in respect of a Claim (other than a claim under the Tax Warranties) if such Claim is attributable to, or is increased as a result of:
(a) any act, omission, transaction or arrangement carried out at the written request of or with the express approval of the Buyer before or at Completion; or
(b) any voluntary act, omission, transaction or arrangement by a member of the Buyer’s Group or its employees or agents after Completion (otherwise than: (a) as required by law, or (b) as required by a binding agreement entered into before Completion, or (c) where a member of the Buyer’s Group is acting in the usual and ordinary course of the Group’s business as carried on up to Completion); or
(c) any breach by the Buyer of any of its obligations under this Agreement or any of the documents referred to or incorporated in it or any obligations entered into pursuant thereto; or
(d) any reorganisation or change in ownership of any member of the Buyer’s Group on or after Completion.
Acts of Buyer. The Warrantor shall not be liable in respect of a Principal Warranty Claim to the extent that such Principal Warranty Claim is directly attributable to, or to the extent it is increased directly or indirectly as a result of:
(a) any act, omission, transaction or arrangement carried out at the request of or with the approval of the Buyer before or at Completion; or
(b) any act, omission, transaction or arrangement carried out by or on behalf of the Buyer or by or on behalf of a member of the Buyer's Group outside the ordinary course of business after Completion.
Acts of Buyer. Without the prior written consent of Seller (which consent shall not be unreasonably withheld), Buyer shall not, and shall not cause or permit its Affiliates or any member of the Combined Group to, (i) amend any Tax Return filed with respect to any Tax period (or portion thereof) ending on or before the Closing Date, (ii) make any Tax election that has retroactive effect to any such Tax period (or portion thereof), or (iii) settle or compromise any Tax Claim relating to any such Tax period (or portion thereof), in each case, relating to any Acquired Company or Purchased IP. In addition, without the prior written consent of Seller (which consent shall not be unreasonably withheld), Buyer shall not, and shall not cause or permit its Affiliates or any of the Acquired Companies to take, fail to take, or delay taking, any other action (including any action with respect to any of the Acquired Companies that is treated as a foreign corporation for United States federal income Tax purposes), in each case, that would reasonably be expected to increase the liability for Taxes (including any obligation to indemnify for Taxes pursuant to this Agreement) of a Seller or any of its Affiliates, change the character of any income or gain that a Seller or any of its Affiliates must report on a Tax Return, or result in a decrease of any credits against Tax, losses or Tax basis that would otherwise be available to a Seller or any of its Affiliates.
Acts of Buyer. The Warrantors shall not be liable in respect of a Claim to the extent such Claim is attributable to, or is increased directly or indirectly as a result of:
Acts of Buyer. The Warrantors shall not be liable in respect of a Claim to the extent such Claim is attributable to, or is increased directly or indirectly as a result of:
(a) any act, omission, transaction or arrangement carried out at the express request of or with the written approval of the Buyer before or at Completion;
(b) any act, omission, transaction or arrangement outside the ordinary course of business carried out by or on behalf of the Buyer or on behalf of a member of the Wider Buyer’s Group or by or on behalf of persons deriving title from the Buyer or a member of the Wider Buyer’s Group on or after Completion where the Buyer knew, or ought reasonably to have known, that such act, omission, transaction or arrangement could result in a Claim or increase the amount of a Claim, in each case otherwise than where the act, omission, transaction or arrangement is carried out pursuant to any binding legal commitment entered into by any of the Companies prior to Completion or is required by any Law as in force as at Completion;
(c) any breach by the Buyer of any of its obligations under this Agreement or any of the other Transaction Documents; or
(d) any reorganisation or change in ownership of any member of the Wider Buyer’s Group on or after Completion.
Acts of Buyer. No Claim (other than a Claim in respect of Taxation or under the Tax Deed in which case clause 3 of the Tax Deed shall apply) shall lie against EE Holdco to the extent that some or all of the amount claimed would not have arisen but for: