Obligations of TSQ Clause Samples

Obligations of TSQ. (a) TSQ will pay an amount in cash equal to $4,500,000 in the currency of United States Dollars to Sellers by wire transfer pursuant to the wire instructions set forth in Section 1.1(b) in same day funds in four installments as set forth below (collectively, the “Consent Fees” and each installment, a “Consent Fee”): (i) $1,500,000 on or before 12:00 P.M. (New York City time) on April 1, 2021; (ii) $1,000,000 on or before 12:00 P.M. (New York City time) on July 1, 2021; (iii) $1,000,000 on or before 12:00 P.M. (New York City time) on October 1, 2021; and (iv) $1,000,000 on or before 12:00 P.M. (New York City time) on November 10, 2021. (b) The wire transfer of each Consent Fee shall be made to the designated account set forth on Schedule A attached hereto; provided that such account must be for the ultimate benefit to the accounts for the Sellers. (c) At Sellers’ sole discretion, Sellers may instruct TSQ to wire any Consent Fee to another designated account upon providing written notice to TSQ at least 48 hours prior to the payment time applicable to such Consent Fee as set forth in clause (a) above; provided that such account must be for the ultimate benefit to the accounts for the Sellers. (d) TSQ acknowledges and agrees that TSQ’s obligation to deliver the full amount of the Consent Fees to Sellers shall not be contingent or conditioned upon any event or action other than the execution of this Agreement and the delivery of each Seller’s Securities pursuant to the Repurchase Agreement. TSQ expressly waives and will not assert any right to offset any amounts payable by TSQ to Sellers under this Agreement. TSQ further acknowledges and agrees not to withhold any amount of taxes from the Consent Fees. (e) Notwithstanding anything contained herein, Sellers are not releasing any rights under any claim which may arise from a breach by TSQ of Section 1.1 of this Agreement. In the event of any action or proceeding regarding a breach by TSQ of Section 1.1 of this Agreement, Sellers, in addition to any other legal or equitable remedies possessed, shall be entitled to be reimbursed by TSQ for all costs and expenses, including actual attorney’s fees, incurred by reason of such action or proceeding.
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Related to Obligations of TSQ

  • OBLIGATIONS OF THE OWNER 5.1 The Owner agrees to provide the requisite access and authority for Coinllectibles to have access to information necessary for Coinllectibles to carry out the Services hereunder. 5.2 The Owner shall pay Coinllectibles the Fees (each of the Fees to be paid in full in one tranche and without set-off) as follows: Minting Fee in accordance with Clause 6.1(a) below; and Commission in accordance with Clause 6.1(b) below. 5.3 The Owner shall execute the Power of Attorney in accordance with Clause 9 below.

  • Obligations of Parties Nothing herein shall relieve a Party of its obligations under the Federal Rules, the Bankruptcy Rules, the Federal Rules of Evidence, and the Local Rules, or under any future stipulations and orders, regarding the production of documents or the making of timely responses to Discovery Requests in connection with the Cases.

  • Obligations of Party B 4.1 The Services provided by Party A under this Agreement shall be exclusive. During the effective term of this Agreement, without prior written consent of Party A, Party B may not enter into any agreement, orally or written, with any third party or otherwise engage such third party to provide services the same as or similar to those provided by Party A hereunder. 4.2 Party B shall provide Party A with the finalized Annual Business Plan of Party B of the next year before November 30 of each year, in order to facilitate Party A to plan for the Services, purchase necessary software and Equipment and secure necessary personnel and technical service force accordingly. In the event that Party B demands Party A to purchase any new Equipment and/or deploy additional personnel, it shall consult with Party A at least fifteen (15) days in advance in order to reach a mutual agreement between the Parties. 4.3 In order to facilitate provision of the Services by Party A, Party B shall provide Party A with relevant materials requested by Party A in an accurate and timely manner. 4.4 Party B shall pay Service Fees to Party A on time and in full amount in accordance with Article 3 of this Agreement. 4.5 Party B shall maintain its good standing and presence, actively develop its business and procure the maximization of the revenue. 4.6 The Parties hereby acknowledge that, pursuant to the terms and conditions of the Amended and Restated Equity Pledge Agreement entered into by all the registered shareholders of Party B as of the date of this Agreement (the “Existing Shareholders”) with Party A on November 3, 2017, each of the Existing Shareholders has pledged all of the equity interests in Party B held by it to Party A as security for Party B’s performance of its obligations under this Agreement. 4.7 During the term of this Agreement, Party B agrees to cooperate with Party A and Party A’s direct or indirect parent company in the audit of related party transactions and other audits, to provide relevant information and materials about Party B’s operation, business, customers, finance and employees to Party A, its parent company or its appointed auditor, and agrees that Party A’s parent company may disclose such information and materials for purpose of satisfying the regulatory requirements of the place where the securities of Party A’s parent company are listed.

  • Obligations of the Parties Clause 8

  • Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to sixty (60) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; (b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; (c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; (d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering; (f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; (g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; (h) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; (i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and (j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus. In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.