Buyer’s Undertaking a) The Parties acknowledge that Gas is a hazardous commodity and that the installation and operation of Gas facilities requires specialist skills. Accordingly, the Buyer unequivocally undertakes and agrees that it shall not commit any unauthorized use of Sales Gas and shall at all times throughout the Contract Period use the Sales Gas purchased under this Contract solely for the purpose as confirmed by the Buyer in the Bid Document.
b) Buyer unequivocally undertakes to commence gas offtake on the Offtake Start Date confirmed under the Bid Document for the Quoted Gas Volume.
c) In the event of any breach of the conditions of this Article by the Buyer, the Sellers shall at its sole discretion and without prejudice to its other rights under this Contract or at Law be entitled to treat the same as a Buyer’s Event of Default under Article 15.2 and notwithstanding anything to the contrary set out elsewhere the Sellers shall be further entitled to immediately stop and suspend the supply of Sales Gas to the Buyer under this Contract and terminate this Contract in accordance with Article 15.
Buyer’s Undertaking. Buyer's Undertaking" means the undertaking of the Buyer granted to the Seller pursuant to Paragraph 10 of this DFT Terms confirmation.
Buyer’s Undertaking. Buyer hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Projects pursuant to this Section 8 to be performed in a manner that does not materially or unreasonably disturb or disrupt the tenancies or business operations of any of the Projects' Tenants. In the event that, as a result of Buyer's exercise of its rights under Sections 8.1 and 8.2, physical damage occurs to any or all of the Projects, then Buyer shall promptly repair such damage, at Buyer's sole cost and expense, so as to return the Projects to substantially the same condition as exists on the Contract Date. Buyer hereby indemnifies, protects, defends and holds each Seller harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses that such Seller actually suffers or incurs as a direct result of any physical damage caused to, in, or at the Projects during the course of, or as a result of, any or all of the studies, investigations and inspections that Buyer elects to perform (or causes to be performed) pursuant to this Section 8.
Buyer’s Undertaking. Buyer hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Property pursuant to this Section 4.2 to be performed in a manner that does not materially or unreasonably disturb or disrupt the tenancies at or business operations of the Property. In the event that, as a result of Buyer's exercise of its rights under Sections 4.2(a) and 4.2(b), physical damage occurs to the Property, then Buyer shall promptly repair such damage, at Buyer's sole cost and expense, so as to return the Property to substantially the same condition as exists on the Contract Date. Buyer hereby indemnifies, protects, defends and holds Seller harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses that Seller actually suffers or incurs as a direct result of any physical damage caused to, in, or at the Property during the course of, or as a result of, any or all of the studies, investigations and inspections that Buyer elects to perform (or causes to be performed) pursuant to this Section 4.2.
Buyer’s Undertaking. During the Restricted Period, as long as Seller is not in material breach of any obligation under the Transaction Documents, Buyer shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Buyer’s Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Buyer’s Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Buyer’s Restricted Business (including any existing or former client or customer of Buyer and any Person that becomes a client or customer of the Buyer’s Restricted Business after the Closing), or any other Person who has a material business relationship with the Buyer’s Restricted Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Buyer may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Buyer is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person.
Buyer’s Undertaking. The Buyer unilaterally hereby irrevocably and unconditionally undertakes to the Seller, in respect of each Payment Date, that if:
(a) the Exercise Condition with respect to such Payment Date is satisfied; and
(b) the Seller delivers to the Buyer an Exercise Notice on or prior to, and with respect to, the Exercise Date with respect to such Payment Date, the Buyer will
(i) purchase from the Seller for delivery to the Buyer on the Purchase Date with respect to such Payment Date the FLPR Asset Quantity of the FLPR Assets; and
(ii) pay to the Seller on such Payment Date the Payment Amount with respect to such Payment Date, being the purchase price for the purchase of such FLPR Asset Quantity of the FLPR Assets.
Buyer’s Undertaking. In the event that, as a result of Buyer’s exercise of its rights under Sections 3.1, 3.2, 3.4 or 3.5, any damage occurs to the Property, Buyer will promptly repair such damage at Buyer’s sole cost and expense to CenturyLink’s reasonable satisfaction. Buyer will bear the risk of loss to Buyer’s personal property, if any, located on the Property and releases CenturyLink from any and all damage or claim related to such loss. To the extent allowed by law, Buyer will hold harmless, defend and indemnify CenturyLink from and against any and all losses, damages, claims, causes of action, judgments, costs and expenses that CenturyLink may suffer or incur as a result of any damage caused to the Property during the course of and as a result of: (i) any or all of the studies, investigations and inspections that Buyer performs or has performed at Buyer’s request pursuant to this Section 3; or (ii) any act or omission of Buyer, or its employees, agents and contractors. Any and all liens on any portion of the Property resulting from the actions or requests or otherwise at the instance of Buyer will be removed by Buyer, at Buyer’s expense, within fifteen (15) days after notice of such lien is given to Buyer. Buyer’s obligations under this Section 3.7 will survive the termination of this Agreement. Nothing in this Agreement will abrogate any protection to which the KCATA is entitled under K.S.A. §75-6101 et seq. or Mo. Rev. Stat. 537.600 et seq. In no event will the language of this Agreement constitute or be construed as a waiver or limitation of the KCATA’s rights or defenses with regard to the KCATA’s applicable sovereign, governmental, or official immunities and protections as provided by federal and state constitution or law.
Buyer’s Undertaking. Buyer hereby covenants and agrees that it shall cause the Environmental Studies to be performed in a manner that does not unreasonably disturb or disrupt the business operations of Seller. If Buyer performs a Phase II Study (which may include physically intrusive investigations of the Land and Improvements, such as sampling of soils and other media), Buyer shall provide a written scope of work to Seller describing in reasonable detail the procedures Buyer desires to perform and request Seller's express written consent to the Phase II Study, which consent shall not be unreasonably withheld, delayed, or conditioned. Buyer and Buyer's Representatives shall, in performing the Environmental Studies, comply with the agreed on procedures and with any and all Laws (as defined below) applicable to such procedures or to the Land and Improvements, or both. Neither Buyer nor Buyer's Representatives shall report the results of the Environmental Studies to any Governmental Authority (as defined below) under any circumstances without first obtaining Seller's express
Buyer’s Undertaking. 14.1 The Buyer hereby undertakes to the Seller that as soon as is reasonably practicable following Completion, it shall establish or cause the Company to establish a bonus scheme (the "Employee Scheme") the purpose of which is to provide a means of incentivising and retaining the Company's employees (including, without limitation, those of the Company's employees who are employed by the Company at the date of Completion). The Employee Scheme shall be structured having regard to the tax and other benefits and costs to the Buyer, the Company and the participating employees and shall, in all material respects, provide the benefits to the Company's employees set out in the Employee Scheme Summary. For the avoidance of doubt, the performance targets set out in the Employee Scheme Summary are based upon the Company carrying on business in the ordinary course as carried on at the date of Completion and it is therefore acknowledged that appropriate changes to such targets and/or the scheme may be required in the event of any material change to the Company's business after the date of Completion.
14.2 The Seller grants to the Company with effect from the date of Completion a non-exclusive, royalty free, non-transferable licence to use the name "Geoworks" solely in respect of the business of the Company. As soon as reasonably practicable after all stocks as at Completion of stationery, literature, packaging and other materials carrying the name "Geoworks" are used up, and in any event prior to the first anniversary of the date of Completion the Buyer shall change the name of the Company to a name which shall not include the word "Geoworks" or any similar name.
14.3 The Buyer warrants to the Seller that it has the right, power, capacity and authority and has taken all action necessary to execute and deliver and to exercise its rights and perform its obligations under this agreement and each document to be executed at or before Completion.
Buyer’s Undertaking. In the event that, as a result of Buyer’s exercise of its rights under Sections 3.1, 3.2, 3.4 or 3.5, any damage occurs to the Property, then Buyer will promptly repair such damage, at Buyer’s sole cost and expense. Buyer will bear the risk of loss to Buyer’s personal property, if any, located on the Property and hereby releases Seller from any and all damage or claim related to such loss. Buyer hereby holds harmless and indemnifies Seller from and against any and all losses, damages, claims, causes of action, judgments, costs and expenses that Seller may suffer or incur as a result of any damage caused to the Property during the course of, and as a result of: (i) any or all of the studies, investigations and inspections that Buyer performs or has performed at Buyer’s request pursuant to this Section 3; or (ii) any act or omission of Buyer, or its employees, agents and contractors. Any and all liens on any portion of the Property resulting from the actions or requests or otherwise at the instance of Buyer will be removed by Buyer, at Buyer’s expense, within fifteen (15) days after notice thereof is given to Buyer. Buyer’s obligations under this Section 3.7 will survive the termination of this Contract.
