BUYER UNDERTAKINGS. Placing a bid constitutes entering into a binding legal contract with the seller to purchase the Item on the terms stated in this Agreement, the Site Rules and in the Listing, if your bid is the winning bid. You agree that if your bid is the winning bid, you will complete the purchase of the Item on such terms. All payments for Items purchased on the Site shall be remitted to the seller (we do not accept payment in any form for the Items bid on by buyers). You agree that you will not bid on any Item unless the transfer and transport of that Item to you can be done in accordance with all Legal Requirements. You represent and warrant that you are bidding on all Items only for your own account and not for the benefit of any third party.
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. 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. 10.1 The Buyer undertakes (on behalf of itself and as trustee on behalf of its Related Persons) to the Seller (on behalf of itself and as trustee on behalf of its Related Persons) that (in the absence of fraud or fraudulent concealment) neither the Buyer nor its Related Persons:
(a) has any rights against; and
(b) may make any claim against, the Seller’s Related Persons (excluding the Seller) or the respective directors, officers, employees, agents or professional advisers (except to the extent such professional adviser has entered into a reliance letter with the Buyer) of the Seller’s Related Persons (including the Seller) on whom it may have relied before agreeing to any term of, or entering into, this agreement, any other Transaction Document or any other agreement or document referred to therein.
10.2 Neither the Buyer nor National Grid shall, without the prior written consent of the Seller amend, vary or terminate the National Grid Facility Agreement in a manner which would adversely affect in any way the availability to the Buyer of funds to be used to satisfy its obligations under this agreement.
10.3 The Buyer and National Grid undertake to ensure that commitments in respect of the debt financing made to National Grid pursuant to the National Grid Facility Agreement will be available to National Grid in full so as to enable the Buyer to satisfy its payment obligations under this agreement and such monies will be used by the Buyer to satisfy its payment obligations under this agreement in full.
BUYER UNDERTAKINGS. Xxxxx agrees that it may use any product delivered by Xxxxxx USA Inc. (hereinafter, referred to as "Xxxxxx") only for the purpose for which it was purchased. Buyer shall be required to install, maintain and operate any product delivered by Xxxxxx in accordance with the installation instructions for such product available on Xxxxxx'x website at xxx.xxxxxxxxx.xxx instructions and manuals supplied together with the Products (the “User Manual”), but in any event at no less than the best practices accepted in the trade. Buyer may not use the product in contravention of any use restrictions or warnings set out in the catalog or installation instructions for such product available on Xxxxxx'x website at xxx.xxxxxxxxx.xxx or the User Manual. Buyer may not, and may not allow any other person or entity to repair or alter any product delivered by Xxxxxx without the prior written approval of Xxxxxx.
BUYER UNDERTAKINGS. The Buyer agrees to: [x]
(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 required by the lender (including appraisal fee) no later than 30 calendar days after Acceptance; and
(b) No later than 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, provide the Seller with absolute assurance within the same time frame that the proceeds required for funding the Total Purchase price are available. These Buyer Undertakings are at the sole expense of the buyer and are material elements of this Contract for the benefit of both the Buyer and the Seller. If Buyer does not initiate any Buyer Undertakings and provide Seller with written confirmation in the time agreed above, the Seller may either waive the particular Buyer Undertakings requirement by taking no timely action or the Seller may notify the buyer in writing within 3 calendar days of the expiration of the particular undertaking time period that the Buyer is in Default under this Contract and that the remedies under Section 16 are at the Seller's disposal. The holder of the Xxxxxxx Money Deposit shall, upon receipt of a copy of Seller's written notice, deliver to the Seller the Xxxxxxx Money Deposit without the requirement of further written authorization from the Buyer.
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. 32 11. INSURANCE ........................................................................................................ 33 12.
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
