BUYER UNDERTAKINGS Sample Clauses

BUYER UNDERTAKINGS. The Buyer, in respect of the French Target Company and the French Subsidiary only (where applicable), hereby covenants to the Seller in the terms of clauses 9.2, 9.4 and 13 of the Main SPA in each case mutatis mutandis.

BUYER UNDERTAKINGS. 10.1 Following the Closing Date, the Buyer shall commence and thereafter diligently continue negotiations with Neuritek Therapeutics Limited (“Neuritek”) in good faith with the aim of agreeing the terms of an agreement with Neuritek for the development and exploitation of Next Generation FAAH Products on commercially reasonable and industry standard terms (such agreement, if executed, the “Neuritek Agreement”). For the avoidance of doubt the Buyer shall not be obliged to enter into an agreement with Neuritek if, having diligently 7153497 v5 |US-DOCS\117790358.20|| continued the negotiations with Neuritek, the Buyer is unable to agree commercial terms with Neuritek that are acceptable to the Buyer, acting reasonably. 10.2 The Buyer shall procure that, following Closing (in respect of the Neuritek Agreement only in the event that the Company enters into the Neuritek Agreement): a. the Company shall use commercially reasonable efforts to develop and exploit the Next Generation FAAH Products (including in accordance with the terms of the Neuritek Agreement (if any)); b. the Company shall not terminate whilst any milestones or royalties are due under either the Neuritek Agreement or any Ongoing Research Collaboration Contract but have not been received by the Company or Buyer unless such payments will continue to be due following termination or will be payable on termination, in each case without the Seller’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned; c. the Company shall not, intentionally or negligently materially breach nor default under any of its obligations under the Neuritek Agreement or any Ongoing Research Collaboration Contract or intentionally or negligently take any other action, or intentionally or negligently omit or fail to take any action (including making necessary payments) which might reasonably be expected to result in an early termination of the same; d. the Company shall promptly notify the Seller if the Company receives notice (written or otherwise) from the counterparty to the Neuritek Agreement or any Ongoing Research Collaboration Contract alleging breach or default under the same and shall promptly take all reasonable steps to remedy such breach or default; e. in the event that the counter party to the Neuritek Agreement or any Ongoing Research Collaboration Contract is in breach under such agreement: (i) the Company shall take reasonable steps to enforce the terms of the relevant agre...

BUYER UNDERTAKINGS. The Buyer agrees to: I II [](a) Apply for approval of the assumption or funding of the loan proceeds described in Section 2 by completing, signing, and delivering to the Lender the initial loan application and documentation required by the Lender and by paying all fees as required by the Lender (including appraisal fee) no late than N/A calendar days after Acceptance; and N/A [](b) No later than N/A calendar days after Acceptance, obtain from the Lender to whom application is made under subsection (a) a written commitment to approve the assumption of the existing loan or to fund the new loan subject only to changes of conditions in Buyer's credit worthiness and to normal loan closing procedures; or, if Buyer elects, providing the Seller with absolute assurance, within the same time frame, that the proceeds required for funding the Total Purchase Price are available. N/A

BUYER UNDERTAKINGS. 32 11. INSURANCE ........................................................................................................ 33 12.

BUYER UNDERTAKINGS. The Buyer agrees to do those requirements set out in Addendum #2 attached.

BUYER UNDERTAKINGS. The Buyer covenants with the Seller that it shall not, either alone or in conjunction with or on behalf of any other person, and shall procure that no member of the Buyer’s Group or the Group shall at any time during the period commencing on the Binding Offer Date and expiring on the second anniversary of Completion, solicit or contact with a view to his engagement or employment by another person, a Relevant Person, whether or not such person would commit a breach of his employment contract by reason of leaving service.

BUYER UNDERTAKINGS. 5.1 Acquiring the Business “As Is” 5.2 Taxes 5.3 Perfection of the Sale 5.4 Indemnity in respect of Liabilities

BUYER UNDERTAKINGS. The Buyer agrees to: I II [ ] (a) Apply for approval of the assumption or funding of the loan proceeds described in Section 2 by completing, signing, and delivering to the Lender the initial loan application and documentation required by the Lender and by paying all fees as required by the Lender (including appraisal fee) no late than calendar days after Acceptance; and N/A N/A

BUYER UNDERTAKINGS. (a) Prior to the Effective Date, Buyer has developed and provided to Seller the Project Definition. (b) Buyer agrees that it shall be responsible for all costs and expense contemplated by the Conversion Project Capital Budget and actually incurred by Seller (including any such amounts in excess of the Conversion Project Capital Budget approved by Buyer’s Contact) through to Commissioning, such costs and expenses to be reimbursed to Seller by Buyer’s payment of the Facility Fee under the Long Term Supply Agreement. In the event that, due to a defect in the Process Design, completion of the Conversion Project results in Conversion Project Capital Budget overruns, such additional cost to the extent attributable to such defect shall initially be incurred by Seller and thereafter reimbursed by Buyer within thirty (30) days after receiving Seller’s invoice; provided that, if the Parties agree to treat such costs and expense as a supplementary capital project, such costs and expense will be included in the Facility Fee to be paid by Buyer under the Long Term Supply Agreement. In the event that, due to a defect in the design and engineering documents of Seller or any negligence on the part of Seller in the performance of the Conversion Work, completion of the Conversion Project results in Conversion Project Capital Budget overruns, such additional costs and expense shall solely be Seller’s responsibility and not subject to reimbursement by Buyer. (c) Buyer agrees that it shall be responsible for all costs and expense not contemplated by the Conversion Project Capital Budget in connection with any Expansion Capital Expenditure or which are required in order to comply with applicable Law; provided that, if the Parties agree to treat such costs and expense as a supplementary capital project, such costs and expense will be included in the Facility Fee to be paid by Buyer under the Long Term Supply Agreement. (d) Buyer shall assist Seller in Commissioning the Facility. This assistance shall include a detailed review of the pre-Commissioning and Commissioning plan, the attendance of an Orica technical resource during Commissioning trials and acceptance trials and trouble shooting assistance if Process Design or technical issues arise during Commissioning.