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. 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. 32 11. INSURANCE ........................................................................................................ 33 12.
BUYER UNDERTAKINGS. 13.1 Each of the Buyers undertakes to each of the Sellers that each Buyer shall and that following Completion, it shall procure that each member of the Target Group (in each case, in which such Buyer owns shares or has any other interest) shall treat as confidential all information received or obtained which relates to:
(a) any EMI Group Global Undertaking;
(b) the existence, provisions or subject matter of any agreement (including any and all ancillary and related agreements) (“EMI Group Global Transaction Documents”) relating to any and all transactions whereby the direct or indirect ownership of any or all of the Target Group was transferred by EMI Group Global and/or any of its Affiliates to UMGMH and/or any of its Affiliates and any claim or potential claim under the EMI Group Global Transaction Documents; or
(c) the negotiations relating to the EMI Group Global Transaction Documents.
13.2 Clause 13.1 does not apply to disclosure of any such information as is referred to in clause 13.1 if and to the extent:
(a) required by Applicable Laws;
(b) required by any securities exchange on which its or any of its Affiliate’s securities are listed or traded or any debt financing agreement directly related to such listed or traded securities;
(c) required by any Authority (including a Taxing Authority) with relevant powers to which that party is subject or submits (whether or not the requirement has the force of law); provided that prior to any such disclosure, the disclosing person shall, so far as is reasonably practicable:
(i) promptly notify the Sellers’ Representative of such requirement;
(ii) provide the Sellers’ Representative with the opportunity to contest the disclosure; and
(iii) take into account the Sellers’ Representative’s reasonable requirements as to the timing, content and manner of making or despatch of the disclosure;
(d) to an adviser for the purpose of advising in connection with the transactions contemplated by this Agreement provided that such disclosure is reasonably necessary for these purposes and is on the basis that clause 13.1 applies to any disclosure by the adviser and the disclosing person ensures that clause 13.1 is complied with by the adviser concerned;
(e) to a director, officer or employee of the disclosing person:
(i) where the disclosing person is a member of the Sellers’ Group (including, on or before Completion, the Target Group); or
(ii) where the disclosing person is a member of the Buyers’ Group (including, after Com...
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 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.
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.
