Note to Purchaser Clause Samples
A 'Note to Purchaser' clause serves to provide important information, guidance, or clarifications directly to the buyer within a contract or agreement. This clause may highlight specific obligations, draw attention to key terms, or offer practical advice relevant to the purchaser’s responsibilities or rights under the agreement. Its core function is to ensure that the purchaser is fully informed about critical aspects of the contract, thereby reducing the risk of misunderstandings or disputes.
Note to Purchaser. PLEASE (I) INSERT THE NUMBER OF WARRANTS SUBSCRIBED FOR AND TOTAL PURCHASE PRICE ABOVE AND (III) COMPLETE THE PURCHASER ACCREDITATION QUESTIONNAIRE. SEE EXHIBIT II FOR WIRE TRANSFER INSTRUCTIONS.
Note to Purchaser. The following provision shall be included if the Call-off Contract has been assessed to present potential or actual cyber security risks]
Note to Purchaser. Pursuant to this Subcontract Agreement, for a period not to exceed [60] days from the Closing Date, (i) the relevant Sellers would provide or cause to be provided to the Purchaser or a Designated Purchaser, to the extent permitted under applicable Law and the relevant contract, the benefits of any Bundled Contracts specified in Section 5.14 of the Sellers Disclosure Schedule to the extent they relate to the Business, and (ii) the Purchaser or such Designated Purchaser would assume, directly or indirectly, the Liabilities of, and perform as subcontractor the obligations of, the relevant Seller under any such Bundled Contracts to the extent they relate to the Business.
Note to Purchaser. If applicable and required, this agreement may govern the supply by the Purchaser and/or any Designated Purchasers to the relevant Sellers of certain required products and services.
Note to Purchaser. The Seller will require the Purchaser to continue to comply with any relevant transfer scheme that has applied to transferring staff.]
Note to Purchaser. Treatment of these prepaid expenses to be discussed. This draft anticipates that these Prepaid Expenses would be included in the Working Capital Adjustment, but Sellers’ intent is to manage such Prepaid Expenses down to zero pre-Closing.
Note to Purchaser. This agreement may govern the supply by the relevant Sellers to the Purchaser and/or any Designated Purchasers of certain products and services on which the Business is dependent as at the Closing Date.
Note to Purchaser. Scope and list of ancillary agreements to be discussed.
Note to Purchaser. Shipment of the data product will be made to the person who signs this agreement.
Note to Purchaser. The sale of the business will be structured as follows:
1) all the US and Canadian assets of the Isis business will be sold to the Purchaser as an asset sale governed by this Agreement;
2) the assets of the Isis business owned by the EMEA entities, whether in administration or not (except the assets of the Isis business owned by NNSA) will be sold to the Purchaser as a sale governed by a separate EMEA Asset Sale Agreement attached as an exhibit hereto and to be entered into by the EMEA Sellers (and the Joint Administrators of those EMEA Sellers that are in administration)—for the avoidance of doubt, this will include the Russian entity;
3) the assets of the Isis business owned by NNSA will be transferred to the Purchaser as an asset sale following the approval by the French Court of an irrevocable offer made by the Purchaser to purchase the NNSA Assets—such irrevocable offer will be attached as an exhibit to the EMEA Asset Sale Agreement;
4) the assets of the Isis business owned by any seller that is not included in the above categories (e.g., Asian and South American entities, but excluding the assets held by the Brazilian, Colombian and Venezuelan entities, which will not be sold) will be transferred to the Purchaser as an asset sale governed by this Agreement.