Collateral Undertakings. The Parties agree to use best efforts to achieve the following within the timeframes indicated: 1. The Parties agree to execute documents as necessary to achieve the acquisition of the Seller's assets and liabilities by the Buyer. 2. The Parties agree to focus on marijuana services, supply, manufacturing and distribution businesses in those jurisdictions where the production, processing and sale of marijuana and marijuana based products is legal, and to operate as 420 International until such time as the Company’s board of directors elect to change the Company’s operating name. 3. Xxxxxxx Xxxxx agrees to stand as a director of the Company, the Board reserves one position on the Board for a nominee mutually acceptable to the Parties and the Board agrees to appoint Xxx Xxxxxx as CEO and Xxxxxxx Xxxxxxxx as Chairman of the Board of Directors of the Company, such appointments to become effective as soon as possible and not later than 30 days following closing. 4. At the earliest feasible date post execution of this Letter of Intent, the Board of Occidental Development Group, Inc. will authorize and direct the preparation of a business plan outlining ways and means to achieve an annual revenue target of at least $10MM within the second anniversary of the closing date. 5. The Parties agree to undertake all necessary regulatory, legal and accounting filings required to support the acquisition, share issuances and Board appointments. 6. The Parties agree to execute a Memorandum of Agreement defining mutually acceptable terms for revenue splitting, issuance of Options, any and all other related financial and pertinent issues. The memorandum to be drafted and adopted as a condition subsequent to this Letter of Intent.

Collateral Undertakings. The Parties agree to use best efforts to achieve the following within the timeframes indicated: 1. The Parties agree to execute documents as necessary to achieve the acquisition of the Seller's assets and liabilities by the Buyer. 2. The Parties agree to focus on the aviation sector as the Corporation's principal area of business and to continue to operate Integrity Aviation and Leasing LLC until such time as the Company is able to effect a name change (see item 5 below). 3. Xxxxxx Xxxxxx agrees to stand as director and the Board of Directors of the Occidental Development Group, Inc. agree to appoint Xxxxxx Ferias as director of Occidental Development Group, Inc., such appointment to become effective not later than 30 days following closing. 4. At the earliest feasible date post closure, the Board of Occidental Development Group, Inc. will prepare a business plan outlining ways and means to achieve an annual revenue target of at least $20MM within the second anniversary of the closing date. 5. At the earliest feasible date post closure, Occidental Development Group, Inc. will undertake a consent resolution to achieve a name change to Integrity Aviation and Leasing, or such other name to be agreed by the Board, and to increase in the Corporation's authorized capital sufficient to support the Company's business plan. 6. Occidental Development Group, Inc. will immediately post closure undertakes the preparation of a Registration Statement for a combined equity and debt instrument to support the Company's business plan, and expedite the filing of the registration statement with the SEC. 7. Post closing the current accounts and capital assets of the Seller shall remain under the control of Xxxxxx Xxxxxx until such time as the Company raises $2 million of equity.

Collateral Undertakings. (a) Borrower will take, and cause each Subsidiary to take, such actions as are necessary or as the Administrative Agent or the Required Lenders may reasonably request from time to time (including the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, financing statements and other agreements and documents, the filing or recording of any of the foregoing, and the delivery of stock certificates and other collateral with respect to which perfection is obtained by possession) to ensure that (x) the Obligations are (i) secured by substantially all of the assets of the Borrower and (ii) guaranteed by all of its Subsidiaries, (except to the extent provided in subsection "(b)" below) (including, promptly upon the acquisition or creation thereof, any Subsidiary acquired or created after the date hereof) by execution of a guaranty substantially in the form of Exhibit 4.

Collateral Undertakings a. Borrower will take, and cause each Subsidiary to take, such actions as are necessary or as Administrative Agent or the Required Lenders may reasonably request from time to time (including the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, financing statements and other agreements and documents, the filing or recording of any of the foregoing, and the delivery of stock certificates and other collateral with respect to which perfection is obtained by possession) to ensure that (x) the Obligations are (i) secured by substantially all of the assets of Borrower, except to the extent provided in subsection 4.15.4.b or c. and (ii) guaranteed by all of its Subsidiaries, except to the extent provided in subsection 14.15.4.b. including, promptly upon the acquisition or creation thereof, any Subsidiary acquired or created after the date hereof with the consent of the Required Lenders) by execution of a guaranty substantially in the form of that certain Amended and Restated Domestic Subsidiary Guaranty, dated as of the date hereof (as may hereafter be amended or otherwise modified), issued by certain Domestic Subsidiaries to Administrative Agent (each, a "Subsidiary Guaranty") and (y) the obligations of each such Subsidiary under the applicable Subsidiary Guaranty are secured by substantially all of the assets of such Subsidiary except to the extent provided in subsection 4.15.4.b or c. b. Borrower shall not be required to cause any UK Subsidiary to guaranty the Obligations or to pledge its assets for so long as such UK Subsidiary is not operating other than in connection with the wind down and dissolution of such UK Subsidiary. Borrower shall not be required to pledge more than 65% of the capital stock of any Foreign Subsidiary created or acquired after the date of this Agreement with the consent of the Required Lenders if such pledge would have material adverse tax consequences, and such Foreign Subsidiary shall not be required to guaranty the Obligations or pledge its assets to secure the Obligations to the extent (i) such guaranty or pledge would have material adverse tax consequences, or (ii) such guaranty or pledge would violate any law applicable to such Foreign Subsidiary. c. Neither Borrower nor its Subsidiaries shall be required to pledge, or grant of a security interest in their respective equity interests in Info4Cars or ChannelPoint so long as (i) the Organic Documents of such entity prohibit su...

Related to Collateral Undertakings

GENERAL UNDERTAKINGS The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
Financial Undertakings The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent required to protect the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.
Additional Undertakings Pledgor will not, without the prior written consent of Pledgee: (a) enter into any agreement amending, supplementing or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect; (b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral; (c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral; (d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or (e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.
INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
Negative undertakings The Borrowers jointly and severally undertake with each Creditor that, from the date of this Agreement and so long as any moneys are owing under the Security Documents and while all or any part of the Total Commitment remains outstanding, they will not, without the prior written consent of the Agent (acting on the instructions of the Majority Banks): 8.3.1 Negative pledge permit any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Indebtedness or other liability or obligation of any Relevant Party or any other person;
Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.
Additional Understandings You agree, for yourself and others acting on your behalf, that you (and they) have not disparaged and will not disparage, make negative statements about, or act in any manner which is intended to or does damage to the good will of, or the business or personal reputations of the Company or any of its incumbent officers, directors, agents, consultants, employees, successors and assigns or any of the Covered Parties. The Company agrees that, except as necessary to comply with applicable law or the rules of the New York Stock Exchange or any other stock exchange on which the Company’s stock may be traded (and any public statements made in good faith by the Company in connection therewith), it and its corporate officers and directors, employees in its public relations department or third party public relations representatives retained by the Company will not disparage you or make negative statements in the press or other media which are damaging to your business or personal reputation. In the event that the Company so disparages you or makes such negative statements, then notwithstanding the “Additional Understandings” provision to the contrary, you may make a proportional response thereto. In addition, you agree that the Company is the owner of all rights, title and interest in and to all documents, tapes, videos, designs, plans, formulas, models, processes, computer programs, inventions (whether patentable or not), schematics, music, lyrics and other technical, business, financial, advertising, sales, marketing, customer or product development plans, forecasts, strategies, information and materials (in any medium whatsoever) developed or prepared by you or with your cooperation in connection with your employment by the Company (the “Materials”). For purposes of clarity, Materials shall not include any music or lyrics written (in the past or in the future) by you, and shall not include any documents, tapes or videos that relate to such music or lyrics or the performance of such music or lyrics other than music or lyrics written in connection with your employment. The Company will have the sole and exclusive authority to use the Materials in any manner that it deems appropriate, in perpetuity, without additional payment to you. If requested by the Company, you agree to deliver to the Company upon the termination of your employment, or at any earlier time the Company may request, all memoranda, notes, plans, files, records, reports, and software and other documents and data (and copies thereof regardless of the form thereof (including electronic copies)) containing, reflecting or derived from Confidential Information or the Materials of the Company or any of its affiliates which you may then possess or have under your control. If so requested, you shall provide to the Company a signed statement confirming that you have fully complied with this Paragraph. Notwithstanding the foregoing, you shall be entitled to retain your contacts, calendars and personal diaries and any materials needed for your tax return preparation or related to your compensation.
Principal Underwriter The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting contract or contracts providing for the sale of Shares for any one or more of its Series or Classes or other securities to be issued by the Trust, including a contract whereby the Trust may either agree to sell Shares or other securities to the other party to the contract or appoint such other party its sales agent for such Shares or other securities. In either case, the contract may also provide for the repurchase or sale of Shares or other securities by such other party as principal or as agent of the Trust.
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.
Default of One or More of the Several Underwriters If, on the First Closing Date or any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 11. Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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