Manager's Undertaking Clause Samples

The Manager’s Undertaking clause sets out specific promises or commitments that the manager agrees to fulfill under the contract. Typically, this includes obligations such as managing assets diligently, complying with relevant laws and regulations, and acting in the best interests of the client or fund. For example, the manager may be required to provide regular reports, maintain certain standards of care, or avoid conflicts of interest. The core function of this clause is to clearly define the manager’s responsibilities, thereby ensuring accountability and protecting the interests of the other party.
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Manager's Undertaking. The Security Trustee shall have received the executed Manager's Undertaking from the managers of each of the Vessels.
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Manager's Undertaking an undertaking (the “Manager’s Undertaking”) to be executed by the Manager in favour of the Bank, whereby the Manager would agree to subordinate all and any claims it may have against the Borrower and/or the Vessel under the Management Agreement or otherwise, to the claims and rights of the Bank pursuant to this Agreement and the Master Agreement; and
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Manager's Undertaking. A duly executed manager's undertaking from Seamar Management S.A. in the form as set out in Exhibit 4 - Form of Manager's Undertaking. Existing Time Charterers
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Manager's Undertaking. The Manager undertakes to the Trustee and the Security Trustee that: (a) (No direction in breach of clause 6): it will not give any direction to the Trustee under the Master Trust Deed or the Series Supplement which would, if complied with, result in the Trustee breaching the terms of this clause 6; and
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Manager's Undertaking and Subordination means, in relation to a Ship, an undertaking by any Approved Manager of that Ship, including, without limitation, an assignment of the interests of the manager in the insurances and a subordination undertaking, to the Security Agent in Agreed Form. Margin means:
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Manager's Undertaking. Manager acknowledges that the information it receives regarding Owner and the Business during the course of its performance of this Agreement is confidential, and agrees to use such information solely for the purpose of enabling it to perform its obligations under this Agreement and for no other purpose. Upon termination of this Agreement, Manager shall return all documents and other material containing Owner’s confidential information to Owner. Manager shall also cause each of its employees to conform to the obligations of this Agreement with respect to this Agreement as if they were parties thereto.
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Manager's Undertaking. The Manager undertakes that: (a) it will not give any direction to the Trustee which would, if complied with, result in the Trustee breaching the terms of this clause 6; (b) it will notify the Security Trustee and the Trustee: (i) at least 14 days before it changes or cancels the ABN allocated to the Series Trust; and (ii) within 2 Business Days of receipt from the Australian Taxation Office of notice that any ABN allocated to the Series Trust has changed, was cancelled or otherwise ceased to apply it.”; (ix) clause 7(c) (“Events of Default”) of the Master Security Trust Deed is deleted and replaced with:
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Related to Manager's Undertaking

  • Borrowers’ Undertaking to Agent Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to 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.

  • GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

  • Construction and Severability If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

  • Integration and Severability This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the Parties. The provisions of this Agreement are severable, and in the event any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.