Agent’s Undertakings Sample Clauses

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 Xxx 0000; (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. 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 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; (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) implement Agent’s affiliate CareerFlex program for Merchant’s Store level and other employees; (j) recommend allocations and balancing of Merchandise between and among the Stores to maximize the overall recovery, including (where necessary or appropriate) collapsing Stores; and (k) provide such other related services deemed necessary or appropriate by Merchant (in consultation with the Lender Agent) 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. Notwithstanding anything to the contrary herein, (a) Agent is authorized to provide confidential information to JPMorgan Chase Bank, N.A., as Administrative Agent (“Lender Agent”), its advisors, and the Lender...
Sample 1
Agent’s Undertakings. The Agent xxxxxx 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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
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;
Sample 1
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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.

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

  • AGENTS OF THE AGREEMENT 1.1 The Authorized Official(s) for the State of Montana shall be the State Accountant of the State Financial Services Division, Department of Administration in all matters concerning this Agreement. 1.2 The Assistant Commissioner, Revenue Collections Management, Bureau of the Fiscal Service (Fiscal Service), U.S. Department of the Treasury, shall act as the Secretary's representative in all matters concerning this Agreement.

  • Representations and Undertakings 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder. 2.2. The Trust represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, will contain all statements required to be stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement will be true and correct when such registration statement becomes effective; and that no registration statement, when such registration statement becomes effective, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares. The Trust authorizes the Distributor and authorized banks, broker/dealers and other financial institutions to use any prospectus or statement of additional information in the form furnished from time to time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information. 2.3. No Shares shall be offered by either the Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.3 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Trust’s prospectus or Declaration of Trust. 2.4. The Trust agrees to advise the Distributor as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose.

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