Contractual Undertakings Sample Clauses

Contractual Undertakings. 2.4.1 FBL shall negotiate on behalf of the Companies such contracts and agreements as may be necessary or advisable for provision of utilities, services, concessions and supplies for the maintenance and operation of the Companies. 2.4.2 FBL shall perform its responsibilities on behalf of the Companies under this Agreement in a manner consistent with all contracts to which the Companies are a party and which are in force as of the date of this Agreement.
Sample 1
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Contractual Undertakings. 2.4.1 FBL shall negotiate on behalf of Farm Bureau Mutual such contracts and agreements as may be necessary or advisable for provision of utilities, services, concessions and supplies for the maintenance and operation of Farm Bureau Mutual. 2.4.2 FBL shall perform its responsibilities on behalf of Farm Bureau Mutual under this Agreement in a manner consistent with all contracts to which Farm Bureau Mutual is a party and which are in force as of the date of this Agreement.
Sample 1
Contractual Undertakings. (a) The Opcos undertake to comply in all material respects with the terms of the Network Agreements and Ancillary Documents. (b) No Opco shall enter into an agreement with a Network Provider to replace any Network Agreement or Ancillary Document unless: (i) the replacement Network Agreement is on substantially the same terms as the Network Agreement and any relevant Ancillary Document; and (ii) any terms in the replacement agreement which differ from the terms of the original Network Agreement would not materially prejudice the Receivables Purchaser’s right, title and interest in and ability to collect in full any Outstanding Notified Debts, or otherwise, with the prior written consent of the Majority Finance Parties. (c) The Opcos undertake to inform the Receivables Purchaser: (i) as soon as reasonably practicable prior to any negotiations with a Network Provider to replace a Network Agreement, that such negotiations are due to commence; and (ii) upon completion of any negotiations with a Network Provider to replace a Network Agreement, and the Opco shall promptly provide to the Receivables Purchaser (A) a copy of any replacement Network Agreement and, (B) upon request, any information that the Receivables Purchaser may reasonably request in relation to any ongoing negotiations with a Network Provider the subject of this clause 20.3. (d) Each Opco undertakes that it will not elect or agree that the parties to a Network Agreement can discharge obligations by exercising a set-off which is not expressly permitted in accordance with the terms of the Network Agreements at the Commencement Date. (e) If any Opco proposes to enter into any material contractual arrangement with a Network Provider beyond the contractual arrangements contemplated by its respective Network Agreement, it shall by virtue of set-off rights which may arise as a consequence, promptly notify the Receivables Purchaser.
Sample 1
Contractual Undertakings. 31.9.1 The Issuer shall, within 15 (fifteen) days of the Deemed Date of Allotment, procure and furnish from each SPV and each HoldCo, a duly and validly executed negative-lien undertaking in favour of and in form and substance satisfactory to the Trustee, in terms of which the SPVs and the HoldCos will, inter alia, agree and undertake not to create any Security Interest over their respective immovable assets, movable assets, current assets and cash flows save and except any Permitted Security Interest or as otherwise permitted by the Trustee from time to time. 31.9.2 The Issuer shall, within 15 (fifteen) days of the Deemed Date of Allotment, procure and furnish from each SPV and each HoldCo, a duly and validly executed undertaking in favour of and in form and substance satisfactory to the Trustee, in terms of which the SPVs and the HoldCos will, inter alia, agree and undertake (a) not to raise, incur or permit to exist, without the prior approval of the Trustee (acting on the instructions of all the Holders), any Financial Indebtedness other than Permitted Other Obligor Indebtedness; and (b) not to raise or incur any additional Financial Indebtedness after the date of this Deed (except Financial Indebtedness of any Other SPV or HoldCo existing at the time that such SPV or HoldCo was acquired by the Issuer), provided that the relevant SPV or HoldCo shall use commercially reasonable efforts (subject to commercial and regulatory considerations) to refinance the same with Financial Indebtedness availed by the Issuer and on-lent to such SPV or HoldCo). 31.9.3 The Issuer shall, within 15 (fifteen) days of the Deemed Date of Allotment, procure and furnish from the HoldCos and the SPVs, a duly and validly executed undertaking in favour of and in form and substance satisfactory to the Trustee, in terms of which the SPVs and the HoldCos will, inter alia, agree and undertake that all the repayment amount(s) and other amounts payable to the Issuer with respect to the Issuer Loans and all other amounts received by or available with the HoldCos and SPVs (including insurance proceeds) which are payable by the HoldCos and SPVs to the Issuer, shall be deposited into the Escrow Account. For the avoidance of doubt, it is clarified that if any HoldCos/SPV(s) have any outstanding Permitted Other Obligor Indebtedness owed to Existing Senior Creditors, the said amounts with respect to the Issuer Loans, shall be credited to the Escrow Account in accordance with the cashflow water...
Sample 1
Contractual Undertakings. From and after the effective time of the Reincorporation, the Company will be governed by the Amended and Restated Certificate of Incorporation (the “Delaware Charter”), the form of which is attached hereto as Exhibit A and which sets forth certain of the rights, powers and preferences of the Delaware Securities. The provisions of the Delaware Charter may be altered, amended or repealed in accordance with its terms and applicable law, and the Stockholder hereby agrees that any rights granted in the Delaware Charter are subject to this reservation. The Stockholder hereby acknowledges and agrees to the following, effective upon the Reincorporation:
Sample 1
Contractual Undertakings. FBL shall perform its responsibilities on behalf of Company under this Agreement in a manner consistent with all contracts to which Company is a party and which are in force as of the date of this Agreement.
Sample 1
Contractual Undertakings. PA HRM, in accordance with the reasonable policies, procedures and guidelines established by Oxford, shall negotiate and enter into such agreements as it may deem necessary or advisable for the furnishing of office space, personnel, utilities, services, concessions and supplies for the maintenance and operation of PA HRM, including the rendering of the services contemplated by this Agreement. Oxford shall not be liable for any such undertaking.
Sample 1
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Related to Contractual 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • LICENSEE’S UNDERTAKINGS 7.1 The Licensee shall: 7.1.1 use reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so; 7.1.2 use reasonable efforts to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License; 7.1.3 use reasonable efforts to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; 7.1.4 issue passwords or other access information only to Authorized Users and use all reasonable efforts to ensure that Authorized Users do not divulge their passwords or other access information to any third party; 7.1.5 provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material. Should the Licensee make any significant change to such information, it will notify the Publisher not less than sixty (60) days before the change takes effect. 7.1.6 keep full and up-to-date records of all Authorized Users and their access details and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with access to the Licensed Materials as contemplated by this License; 7.1.7 use reasonable endeavours to ensure that only Authorized Users are permitted access to the Licensed Materials. 7.2 THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION TAKEN AGAINST THE PUBLISHER RELATED TO OR IN ANY WAY CONNECTED WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR AUTHORIZED USERS OR BY ANY FAILURE OF THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO THIS LICENSE. 7.3 The Licensee shall, in consideration for the rights granted under this License, pay the Fee upon receipt of an invoice. Licensee shall be solely liable for any taxes related to the Fee.

  • Undertakings The Company shall comply with all the provisions of any undertakings contained and required to be contained in the Registration Statement.

  • 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.

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