ACKNOWLEDGEMENT AND UNDERTAKINGS Sample Clauses

ACKNOWLEDGEMENT AND UNDERTAKINGS. 4.1 The Academy acknowledges that the Authority will in procuring the carrying out of the D&B Contract follow procedures and take certain actions required under the terms of the D&B Contract. On this basis, the Authority will incur in certain circumstances costs in exercising its rights and performing its obligations under the terms of and otherwise in connection with the D&B Contract. 4.2 The Authority and the Academy agree that: 4.2.1 the Academy shall promptly notify the Authority of any relevant matter of non-compliance in the performance of the D&B Contract by or on behalf of the Contractor that has come to the Academy’s attention and shall provide to the Authority such evidence of non-compliance as is in the possession of the Academy; 4.2.2 subject to the proviso to this Sub-Clause 4.2.2 and to the Authority so far as is reasonably practicable consulting with the Academy within a reasonable period and having regard to the Academy’s reasonable proposals (so far as reasonable and practicable to do so) in respect of any consent, approval or authorisation required to be given to the Contractor pursuant to the D&B Contract, the Authority shall be entitled to give such consent, approval or authorisation regarding any matter whether or not the Academy has been consulted or has given its prior consent approval or authorisation to such matter PROVIDED THAT the provisions of Clause 9 of this Agreement shall have effect in relation to Reviewable Design Data and the provisions of Clause 12 of this Agreement shall have effect in relation to Variations; 4.2.3 without prejudice to Sub-Clause 4.2.2 and without in any way obliging the Authority to act only upon the giving of such consent, approval or confirmation the Academy will use all reasonable endeavours to ensure that the Academy Representative gives any response requested of it in respect of any matter upon which the Authority seeks to consult with the Academy within the timescales notified to the Academy by the Authority in such a request, such timescales to be given having regard to the timescales within which the Authority is required to act in responding to the Contractor concerning the relevant matter. 4.3 The Authority confirms that it has directed or will direct the Contractor to deliver and procure [and, in the case only of the Independent Certifier, the Authority will procure]21 the delivery of warranties on or before the Completion Date in favour of the Academy as follows:- Organisation from whom war...
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ACKNOWLEDGEMENT AND UNDERTAKINGS. 4.1 The Governing Body acknowledges that in performance of the Authority’s obligations under this Agreement the Authority will follow procedures and take certain actions required under the terms of the Agreement. 4.2 The Authority and the Governing Body agree that: 4.2.1 The Authority shall keep the Governing Body informed of any changes made from time to time to the Agreement insofar as they affect the School. 4.2.2 The Authority will not give any consent, approval or authorisation of any matter concerning the School which in the reasonable opinion of the Authority could have a material effect upon the Governing Body without the prior approval of the Governing Body and or the School’s Representative; 4.2.3 The Governing Body shall be wholly responsible for making direct payment(s) to the Authority in relation to the Traded Services delivered at the School in accordance with the Overall Agreement Price. 4.2.4 The Authority shall consult with a designated School Representative before agreeing any date by which a particular decision concerning the School is to be taken. 4.2.5 The Governing Body will undertake its obligations and responsibilities as set out in accordance with the associated Schedule(s) for Traded Services purchased. 4.2.6 The Governing Body will ensure prompt payment of invoice(s) to the Authority within 30 (thirty) calendar days of the receipt of the invoice in order to avoid interest payments.
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ACKNOWLEDGEMENT AND UNDERTAKINGS by the mandator 5.1 The mandator acknowledges that – 5.1.1 the ultimate risk and benefit in all money-broking transactions concluded in terms of this contract of mandate shall be borne by and accrue to the mandator; 5.1.2 the mandatory does not borrow from the mandator the money entrusted by the mandator to the mandatary for purposes of concluding a money-broking transaction; 5.1.3 subject to the provisions of paragraph 4.1.5 above, neither the mandatary, in so far as he acts within the limits of this mandate, nor the NSX assumes any liability in respect of a bank’s failure to meet its commitments in terms of a money-broking transaction; 5.1.4 the mandatary may, for concluding a money-broking transaction, pool funds received from the mandator with funds received from other mandators, provided always that the mandator is allocated pro rata the benefits and risks of such pooled deposits. 5.2 The mandator undertakes - 5.2.1 carefully to peruse and consider all statements rendered to him pursuant to paragraph 4.1 above, and forthwith to advise the mandatary, in writing, of any money-broking transactions from which the mandator wishes to withdraw or that the mandator wishes to have terminated as soon as the mandatary may lawfully procure such withdrawal or termination; 5.2.2 forthwith to notify the mandatary in writing if there is anything contained in any statement referred to in paragraph 4.1, above, that is not understood or that is believed to be incorrect and, furthermore, undertakes likewise to notify the mandatary if the mandator does not receive a statement in any month: Provided that if the mandator does not receive a satisfactory explanation from the mandatary in reply to the mandator’s notification to the mandatary, as aforesaid, the mandator shall be entitled to advise, within a reasonable time, the Manager Surveillance of the NSX of such lack of satisfaction and, at the same time, deliver to the Manager: Surveillance of the NSX a copy of the relevant explanations and correspondence.
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ACKNOWLEDGEMENT AND UNDERTAKINGS. Takeovers Code 7.1 The Purchaser acknowledges that Closing of the sale and purchase of the Sale Shares will require the Purchaser to make a mandatory general offer under the Takeovers Code for all the remaining shares in the Company not owned by the Purchaser and persons acting in concert with the Purchaser. 7.2 The Purchaser undertakes to the Vendor that the Purchaser will comply with all the relevant requirements of the Takeovers Code applicable to the Purchaser in respect of the sale and purchase of the Sale Shares under this Agreement. 7.3 The Guarantor as licensor and the Company as licensee have entered into a deed of licence dated 20 November 2013 (the “IP Licence Deed”), pursuant to which the Guarantor has granted to the Company, at nil consideration, a revocable, non-transferable and non-exclusive licence to use the Melco Intellectual Property specified in the IP Licence Deed in connection with the business of the Company. The IP Licence Deed provides that it will automatically terminate if the Guarantor ceases to have more than a 35% beneficial interest in the Company. 7.4 On Closing, the Guarantor and the Company shall enter into the Supplemental IP Licence Deed, pursuant to which the Group is allowed to use the Melco Intellectual Property specified in the IP Licence Deed on the terms of the IP Licence Deed, as amended by the Supplemental IP Licence Deed, on substantially the same terms as the IP Licence Deed, for a transitional period of 4 months after Closing. 7.5 As soon as practicable after Closing, and in any event within 4 months of the Closing Date, the Purchaser shall cause the Company and all relevant members of the Group to (i) obtain all necessary approvals and file all documentation necessary at the relevant government authority to change its and their respective names and company logos to remove any reference to the Melco Name; (ii) complete the deregistration of the Hong Kong trade mxxx with number 301043694 registered under the name of Rising Move International Limited, a wholly owned subsidiary of the Company; and (iii) cease use of the websites hosted on the relevant internet domain names which contain the Melco Name. In the event that the Company and/or the relevant members of the Group breach this clause 7.5, the Guarantor and/or any of its Affiliates (other than the Group) shall be entitled to specific performance of this clause 7.5 and to injunctive relief against further violations, as well as any other remedies at law or i...
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ACKNOWLEDGEMENT AND UNDERTAKINGS. The Pledgor undertakes to deliver to the Process Agent without undue delay upon execution of this Agreement an appointment letter in the form of Annex I (the “Appointment Letter”) and to send a copy of the Appointment Letter to the Administrative Agent.
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ACKNOWLEDGEMENT AND UNDERTAKINGS. 1The Governing Body [and the Trustees] acknowledges that in performance of the Authority’s obligations under this Agreement the Authority will follow procedures and take certain actions required under the terms of the ICT Documents. The Authority will incur in certain circumstances financial liabilities in connection with the ICT Documents.
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Related to ACKNOWLEDGEMENT AND UNDERTAKINGS

  • Acknowledgement and Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

  • Acknowledgement and Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2024-1 SUBI Certificate and the 2024-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.

  • Acknowledgements The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

  • Acknowledgement of Full Understanding THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

  • ACKNOWLEDGEMENT OF ADDENDA The Bidder shall acknowledge receipt of any addenda issued to this solicitation by completing the blocks below or by completion of the applicable information on the addendum and returning it not later than the date and time for receipt of the bid. Failure to acknowledge an addendum that has a material impact on this solicitation may negatively impact the responsiveness of your bid. Material impacts include but are not limited to changes to specifications, scope of work/services, delivery time, performance period, quantities, bonds, letters of credit, insurance, or qualifications. Addendum No. , Date Addendum No. , Date Addendum No. , Date Addendum No. , Date The Bidder represents that the following principals are authorized to sign bids, negotiate and/or sign contracts and related documents to which the bidder will be duly bound. Principal is defined as an employee, officer or other technical or professional in a position capable of substantially influencing the development or outcome of an activity required to perform the covered transaction. Name Title Telephone Number/Email (Signature) (Date) (Title) (Name of Business) The Bidder shall complete and submit the following information with the bid: Partnership Non-Profit Joint Venture* Corporation Principal Place of Business (Florida Statute Chapter 607): City/County/State THE PRINCIPAL PLACE OF BUSINESS SHALL BE THE ADDRESS OF THE BIDDER’S PRINCIPAL OFFICE AS IDENTIFIED BY THE FLORIDA DIVISION OF CORPORATIONS. Federal I.D. number is: * Joint venture firms must complete and submit with their Bid Response the form titled “Information for Determining Joint Venture Eligibility”, and a copy of the formal agreement between all joint venture parties. This joint venture agreement must indicate the parties’ respective roles, responsibilities and levels of participation for the project. If proposing as a Joint Venture, the Joint Venture shall obtain and maintain all contractually required insurance in the name of the Joint Venture as required by the Contract. Individual insurance in the name of the parties to the Joint venture will not be accepted. Failure to timely submit the required form along with an attached written copy of the joint venture agreement may result in disqualification of your Bid Response List at least three (3) clients during the past ten (10) years for which you provided a comparable amount of goods or services substantially similar to those specified in the solicitation in the spaces provided below. Provide the Company name, contact person, address, email address, telephone number, and date services were performed, as described.

  • Acknowledgement of Risks Client hereby acknowledges, that: (i) Digital Assets are not legal tender, are not backed by any government, and are not subject to protections afforded by the Federal Deposit Insurance Corporation or Securities Investor Protection Corporation; (ii) Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and/or value of Digital Assets; (iii) transactions in Digital Assets are irreversible, and, accordingly, Digital Assets lost due to fraudulent or accidental transactions may not be recoverable; (iv) certain Digital Assets transactions will be deemed to be made when recorded on a public blockchain ledger, which is not necessarily the date or time that Client initiates the transaction or such transaction enters the pool; (v) the value of Digital Assets may be derived from the continued willingness of market participants to exchange any government issued currency (“Fiat Currency”) for Digital Assets, which may result in the permanent and total loss of value of a Digital Asset should the market for that Digital Asset disappear; (vi) the volatility of the value of Digital Assets relative to Fiat Currency may result in significant losses; (vii) Digital Assets may be susceptible to an increased risk of fraud or cyber-attack; (viii) the nature of Digital Assets means that any technological difficulties experienced by a Coinbase Entity may prevent the access or use of Client Digital Assets; and (ix) any bond or trust account maintained by Coinbase Entities for the benefit of its customers may not be sufficient to cover all losses (including Losses) incurred by customers.

  • Acknowledgements and Agreements You agree, accept and acknowledge the following: (a) THE RSUS AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR ANY PERIOD, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE RIGHT OF THE COMPANY OR THE EMPLOYER TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE. (b) The delivery of the Plan, this Agreement, the Plan’s prospectus and any reports of the Company provided generally to the Company’s shareholders, may be made by electronic delivery. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. By electronically accepting this Agreement, you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this Agreement.” (c) All decisions or interpretations of the Committee or the Company regarding the Plan, this Agreement and the RSUs shall be binding, conclusive and final on you and all other interested persons. (d) The Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. (e) The grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past. (f) All decisions regarding future Awards, if any, will be at the discretion of the Company. (g) You are voluntarily participating in the Plan. (h) The RSUs and any underlying Shares, and the income from and value of same, are not intended to replace any pension rights or compensation. (i) The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments. (j) Unless otherwise agreed with the Company in writing, the RSUs and any underlying Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary. (k) The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. (l) For purposes of the RSUs, your employment will be considered terminated as of the date you cease to actively provide services to the Company, the Employer or any member of the Bunge Group (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any). The Committee shall have the exclusive discretion to determine when you are no longer actively providing services for the purpose of your RSU grant (including whether you may still be considered to be providing services while on a leave of absence). (m) Unless otherwise expressly provided in this Agreement or determined by the Company, any right to vest in the RSUs will terminate as of the date described in the previous paragraph and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period, period of pay in lieu of such notice, any period of “garden leave” or similar period mandated under applicable law). (n) No claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any. (o) The following provisions apply if you are providing services outside the U.S.: (i) The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected compensation or salary for any purpose. (ii) None of the Company, the Employer, or any member of the Bunge Group will be liable for any foreign exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to you pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

  • ACKNOWLEDGEMENTS OF THE PARTIES Notwithstanding anything in this Agreementto the contrary, the parties hereto hereby acknowledge and agree to the following: (i) the Investormakes no representations or covenants that it will not engage in trading in the securities of the Company, other than the Investor will not sell short the Company's common stock at any time during this Agreement; (ii) the Company shall, by 8:30 a.m. Boston Time on the trading day following the date hereof, file a current report on Form 8-K disclosing the material terms of the transactions contemplated hereby and in the other Equity Line Transaction Documents; (iii) the Company has not and shall not provide material non-public information to the Investorunless prior thereto the Investorshall have executed a written agreement regarding the confidentiality and use of such information; and (iv) the Company understands and confirms that the Investorwill be relying on the acknowledgements set forth in clauses (i) through (iii) above if the Investoreffects any transactions in the securities of the Company. Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement as of the date first written above. The undersigned signatory hereby certifies that he has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate, and agrees to be bound by its terms. By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx, Director By:/s/ J. Xxxx Xxxxx J. Xxxx Xxxxx, CEO

  • ACKNOWLEDGEMENT AND CONSENT The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

  • Acknowledgement and Consent to Bail In of EEA Financial Institutions. Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

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