Agent’s Undertakings Clause Samples

Agent’s Undertakings. The Agent must: (a) properly provide for the care, safety, security and protection of: (i) all Records (whether created by the Principal, the Agent or any other person) that are in the custody or control of the Agent; and (ii) all property, information technology equipment and software applications supplied by the Principal to the Agent in connection with the Agreement; (b) promptly notify the Principal if any warranty in clause 6.1 is breached or becomes untrue within two (2) business days of the identification of the breach; (c) securely manage and destroy any waste documentation; (d) securely manage all new and retained vehicle number plates at all times and only return or transfer those plates through the Principal’s approved courier or representative; (e) securely return by the Principal’s approved courier or representative all obsolete vehicle number plates to the Principal’s nominated contractor for destruction; (f) always act ethically in connection with the Agreement and in accordance with good corporate governance practices; (g) comply with all State and Commonwealth laws relevant to the Agreement; (h) if the Agent obtains or has custody or control of State Records as a result of its activities under this Agreement, comply with the Principal’s record keeping plan to the extent necessary under the State Records ▇▇▇ ▇▇▇▇; (i) cooperate fully with the Principal in respect of the administration of the Agreement; (j) ensure that no Personnel causes the Agent to breach the Agreement; and (k) except as otherwise specified in the Agreement, provide everything necessary to fully comply with all of its obligations under the Agreement.
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Agent’s Undertakings. In consideration of the agency fee and commission in respect of the Vessel, the Agent undertakes to perform the following duties in relation to the Vessel:
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Agent’s Undertakings. During the Sale Term, Agent shall, in collaboration with Merchant, (a) provide qualified supervisors (the “Supervisors”) engaged by Agent to oversee the management of the Stores; (b) determine appropriate point-of-sale and external advertising for the Stores, approved in advance by Merchant; (c) determine appropriate discounts of Merchandise, staffing levels for the Stores, approved in advance by Merchant, and appropriate bonus and incentive programs, if any, for the Stores’ employees, approved in advance by ▇▇▇▇▇▇▇▇; (d) oversee display of Merchandise for the Stores; (e) to the extent that information is available, evaluate sales of Merchandise by category and sales reporting and monitor expenses; (f) maintain the confidentiality of all proprietary or non-public information regarding Merchant in accordance with the provisions of the confidentiality agreement signed by the Parties; (g) assist Merchant in connection with managing loss prevention and employee relations matters; (h) determine the necessity for obtaining any applicable permits and governmental approvals to conduct the Sale, including working with Merchant to obtain each in a timely and orderly fashion and preparing or causing to be prepared all forms necessary to assist in Merchant’s securing any applicable permits and governmental approvals necessary to conduct the Sale, the costs and expenses of which shall be paid by Merchant and shall be in addition to the costs and expenses set forth on the Expense Budget; (i) include Additional Agent Goods in the Sale in its discretion under the terms set forth in this Agreement; and (k) provide such other related services deemed necessary or appropriate by Merchant and Agent. The Parties expressly acknowledge and agree that Merchant shall have no liability to the Supervisors for wages, benefits, severance pay, termination pay, vacation pay, pay in lieu of notice of termination or any other liability arising from Agent’s hiring or engagement of the Supervisors, and the Supervisors shall not be considered employees of ▇▇▇▇▇▇▇▇.
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Agent’s Undertakings. No person is authorized to make any representation concerning the policies and contracts except those contained in the appropriate current Prospectus (and/or Statement of Additional Information, if any). You will not solicit, sell or service a policy or contract unless the appropriate current Prospectus is furnished to the purchaser prior to the offer and sale. We will furnish you with sales literature. You must not use any supplemental sales literature of any kind without our prior written approval. In offering and selling the policies or contracts, you will rely solely on the representations contained in the appropriate current Prospectus (and/or Statement of Additional Information, if any). In offering and selling the policies and contract, you will comply with all applicable state and federal laws and regulations, all applicable rules of the National Association of Securities Dealers, Inc. (the "NASD") and all our applicable rules and regulations. You will give us prompt notice of any suspension, revocation, cancellation or other impairment of your registration, license or qualification to sell the policies or contracts and your authority under this Agreement shall then terminate as provided in Section 8.
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Agent’s Undertakings. During the Term Agent shall: 1. Refrain from allowing unauthorized personnel and/or any third parties redistributing the use of and/or access to the Software, in particular, Software login information shall only be disclosed by Agent to Agent employees who have a need to know them and on a limited distribution basis. 2. Treat all marketing information and property details provided by SmilingHouse as it treats Agent's sensitive information and use it exclusively for the purpose of marketing properties offered by SmilingHouse. 3. At SmilingHouse's request, provide name and details of prospective renters and/or buyers 4. Collect the applicable security deposit for a property from the renters and transfer it to SmilingHouse for transfer to the property owner or manager.
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Agent’s Undertakings. The Agent undertakes and agrees that at all times during the Term it will: (i) enter into a contract with each Customer, containing the same terms as clauses 7 and 8; (ii) use its best endeavours to promote the distribution and sale of the Accommodation; (iii) not resell the Accommodation at a price lower than the rate sold to Customers by Safestay directly; (iv) keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Accommodation and allow Safestay, on reasonable notice, access to any such accounts;
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Agent’s Undertakings. During the Sale Term, Agent shall, in collaboration with Merchant, (a) provide qualified supervisors (the "Supervisors") engaged by Agent to oversee the Stores; (b) determine appropriate point-of-sale and external advertising for the Stores, approved in advance by Merchant; (c) determine appropriate discounts of Merchandise, staffing levels for the Stores, approved in advance by Merchant, and appropriate bonus and incentive programs, if any, for the Stores’ employees, approved in advance by Merchant; (d) oversee display of Merchandise for the Stores; (e) to the extent that information is available, evaluate sales of Merchandise by category and sales reporting and monitor expenses; (f) maintain the confidentiality of all proprietary or non-public information regarding Merchant in accordance with the provisions of the confidentiality agreement signed by the Parties; (g) assist Merchant in connection with managing and controlling loss prevention and employee relations matters; and (h) provide such other related services deemed necessary or appropriate by Merchant and Agent. The Parties expressly acknowledge and agree that Merchant shall have no liability to the Supervisors for wages, benefits, severance pay, termination pay, vacation pay, pay in lieu of notice of termination or any other liability arising from Agent’s hiring or engagement of the Supervisors, and the Supervisors shall not be considered employees of Merchant.
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Agent’s Undertakings. The Agent ▇▇▇▇▇▇ accepts, agrees and undertakes to: 4.1 Not do or allow door-to-door canvassing for property transactions in any format within the Complex; 4.2 Not erect any “For Sale/Rent” or ”Sold” boards/notices of any kind anywhere within the Complex (Agents to comply with the Overstrand Bylaws re the use of signboards); 4.3 Escort potential buyers onto and off the Complex during “Show House” events; 4.4 Provide services as an Estate Agent on an appointment basis only; 4.5 Submit to the HOA’s Complex Manager/Chairman a written monthly report/list of all property activities (i.e. properties available/listed for sale, sold and/or leased) in process or completed in the Complex; 4.6 Ensure he/she possesses a working knowledge of the contents of the Complex’s Rules and Regulations; 4.7 Ensure that a “NOTIFICATION of NEW OWNERS / TENANTS” form is timeously completed and submitted to the HOA’s Complex Manager/Chairman as soon as a sale/lease transaction has been signed by the various parties; 4.8 Ensure that a new lessee/owner is aware of his/her rights, responsibilities and obligations in terms of the HOA’s Rules and Regulations; 4.9 Arrange for the Estate Agency’s principal to attend at least two Estate Agency Meetings as arranged by the HOA from time to time; 4.10 Immediately notify the HOA’s Complex manager/Chairman of any withdrawal of his/her (or the Agency’s) Fidelity Fund Certificate issued by the EAAB in terms of Section 26 of the Estate Agents Affairs Act, 112 of 1976; 4.11 At all times abide by the by-laws and regulations of the local authority in all respect applicable to an Estate Agent.
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Related to Agent’s Undertakings

  • Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

  • LICENSEE’S UNDERTAKINGS 7.1 The Licensee shall: 7.1.1 use reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so; 7.1.2 use reasonable efforts to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License; 7.1.3 use reasonable efforts to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; 7.1.4 issue passwords or other access information only to Authorized Users and use all reasonable efforts to ensure that Authorized Users do not divulge their passwords or other access information to any third party; 7.1.5 provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material. Should the Licensee make any significant change to such information, it will notify the Publisher not less than sixty (60) days before the change takes effect. 7.1.6 keep full and up-to-date records of all Authorized Users and their access details and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with access to the Licensed Materials as contemplated by this License; 7.1.7 use reasonable endeavours to ensure that only Authorized Users are permitted access to the Licensed Materials. 7.2 THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION TAKEN AGAINST THE PUBLISHER RELATED TO OR IN ANY WAY CONNECTED WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR AUTHORIZED USERS OR BY ANY FAILURE OF THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO THIS LICENSE. 7.3 The Licensee shall, in consideration for the rights granted under this License, pay the Fee upon receipt of an invoice. Licensee shall be solely liable for any taxes related to the Fee.

  • Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Undertakings The Company shall comply with all the provisions of any undertakings contained and required to be contained in the Registration Statement.