OBLIGATIONS AND UNDERTAKINGS Sample Clauses

OBLIGATIONS AND UNDERTAKINGS. In addition to and not in derogation or substitution of any of the obligations set out elsewhere in this Agreement, the Parties agree and undertake as under:
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OBLIGATIONS AND UNDERTAKINGS. The Employee undertakes towards the Company as follows: 3.1 To devote all his/her working time, attention, energies, talents, skills, knowledge and experience to the faithful, responsible, competent, diligent, and conscientious performance of his/her duties and responsibilities hereunder, all in accordance with the terms and conditions hereof and the standards, rules, policies and procedures as may be established or maintained by the Company from time to time. 3.2 The demands of the Employee’s position may require him/her to work extra and unusual hours, as well as on days of rest and holidays, and may include occasional travel abroad. The Employee undertakes to work overtime hours and to travel, at the request of the Company. 3.3 During the period of his/her employment hereunder, s/he will not, without the prior written consent of the Company, engage in any other professional or business activity or occupation. 3.4 Not to receive, directly or indirectly, any compensation or benefit of any kind in connection with his/her work for the Company, from any source except as set forth in this Agreement. 3.5 To notify the Company immediately regarding any matter in which s/he has a personal interest and which may potentially create a conflict of interest between the Employee and his/her work in the Company. 3.6 To promptly deliver to the Company any and all knowledge and/or information involving the Company and/or that may be of value and/or damage the Company, and not disclose any such information to any third party. 3.7 To assist the Company, at its request, in any action in which the Company is involved, and, unless required by law, not to assist any action brought against the Company; all during the term of his/her employment and thereafter: and all except for any actions of the Employee against the Company. 3.8 To take all necessary steps and actions, in the framework of his/her position, to protect and prevent damage to the Company’s property, rights, interests, standing and reputation, including without limitation, to the extent required in the framework of his/her position, by representing the Company in a reputable and worthy manner. 3.9 To act with respect to any and all computers, electronic telecommunications devices and other equipment of the Company, if and to the extent placed at his/her disposal and/or for his/her use, in accordance with and subject to the Company’s policies, as shall be in effect from time to time. Without derogating from the abov...
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OBLIGATIONS AND UNDERTAKINGS. You undertake as follows: 4.1 You have the ability and the skills to carry out the duties of your position and perform the services as set forth in this Agreement, and you will devote your working time, attention, energies, talents, skills, knowledge and experience to the performance of your duties and responsibilities hereunder, as may be required. 4.2 During the term of your employment, you will not, without informing the Company, engage in any other professional or business activity or occupation, whether paid or unpaid; and you shall not receive, directly or indirectly, any compensation or benefit of any kind in connection with your work for the Company from any source except as set forth in this Agreement or as may be agreed with the Company; and you shall notify the Company immediately in writing regarding any matter in which you have a personal interest and which may potentially create a conflict of interest between you and your work for the Company. 4.3 You shall maintain confidentiality, assign intellectual property rights and you shall refrain from competing with and/or soliciting from the Company, including without limitation according to the undertakings attached hereto as Annex B. Without derogating from the generality of the foregoing, you are aware that the terms of this Agreement are personal and specific to you and that the maintenance of their confidentiality is of utmost importance to the Company, and you undertake to maintain the confidentiality of the terms of your employment hereunder, and not disclose them to any other individual or entity. You understand that your agreement to these undertakings, and specifically to the provisions of Annex B, are a material inducement for the Company to enter into this Agreement. 4.4 The execution and delivery of this Agreement and the performance of the terms hereof: (a) shall not constitute a default under or breach of any agreement or other understanding to which you are a party or by which you are bound, including without limitation any confidentiality or non-competition agreement; (b) is not prohibited under any law, regulation or court order; and (c) does not require the consent of any other individual or entity. 4.5 You consent, of your own free will and although not required to do so under law, that the information in this Agreement and any information concerning you gathered by the Company, will be held and managed by the Company or on its behalf, including without limitation on databases a...
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OBLIGATIONS AND UNDERTAKINGS. 9.1.1 the Authority shall: a. hand over the physical possession of Property together with necessary right of way / way leaves to the Developer within 180 (one eighty) days from Appointed Date, free from any Encumbrance; x. xxxxx or where appropriate provide necessary assistance to the Developer in securing applicable permits; x. xxxxx in a timely manner all such approvals, permissions and authorisations which the Developer may require or is obliged to seek from the Authority in connection with implementation of the Project and the performance of the Developer’s obligations under this Agreement; d. upon written request from the Developer, assist the Developer in obtaining access to all necessary infrastructure facilities and utilities, including water, electricity and telecommunication facilities;
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OBLIGATIONS AND UNDERTAKINGS. The Executive undertakes towards the Company as follows: 4.1 To devote all his working time, attention, energies, talents, skills, knowledge and experience to the faithful, responsible, competent, diligent, and conscientious performance of his duties and responsibilities hereunder, all in accordance with the terms and conditions hereof. 4.2 Not to receive, directly or indirectly, any compensation or benefit of any kind in connection with his work for the Company, from any source except as set forth in this Agreement; and to notify the Company immediately regarding any matter in which he has a personal interest and which may potentially create a conflict of interest between the Executive and his work for the Company; and to promptly deliver to the Company any and all knowledge and/or information involving the Company and/or that may be of value and/or damage the Company, and not disclose any such information to any third party. .. 4.3 To assist the Company, at its request, in any action in which the Company is involved, and, unless required by law, not to assist any action brought against the Company; all during the term of his employment and thereafter; and all except for any actions of the Executive against the Company. 4.4 To take all necessary steps and actions, in the framework of his position, to protect and prevent damage to the Company's property, rights, interests, standing and reputation, including without limitation, to the extent required in the framework of his position, by representing the Company in a reputable and worthy manner. 146 4.5 To maintain confidentiality, to assign intellectual property rights, to refrain from competing with and/or soliciting from, the Company, inter alia, according to the undertaking attached hereto as Annex B. The Executive declares and agrees that the Company employs him based on his said undertakings in Annex B.
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OBLIGATIONS AND UNDERTAKINGS. In addition to the responsibilities and undertakings specified under the other provisions of this MOA, the parties shall comply with the obligations stated hereunder.
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OBLIGATIONS AND UNDERTAKINGS. 7.1 You may not use the Service (including, but not limited to, our hardware) for any unlawful or otherwise inappropriate purposes. This includes, but is not limited to: 7.1.1 Distribution of computer viruses, malware, spyware or any other form of code designed to cause harm or nuisance to hardware or software or to obtain data without consent; 7.1.2 Distribution of pirated material including, but not limited to, software, videos, music and written works; 7.1.3 Not hosting utilities to aid the violation of a copyright licence, such as software cracks and key generators; 7.1.4 Material to which you do not own the copyright to, or have prior permission from the owner of the copyright to distribute. This includes the distribution of MP3 files, software, and other pirate material; 7.1.5 Distribution of obscene or illegal material including that which is pornographic, abusive, threatening, malicious, harassing, fraudulent, defamatory or that which encourages criminal activities; 7.1.6 The use of any adult material that violates any laws which are prohibited. Any user hosting material found to be in violation of any laws will immediately result in your account being terminated by us with no refund; and 7.1.7 Any user found to have deliberately caused a denial of service to other users immediately result in your account being terminated by us with no refund payable; 7.2 You may not use your website to link to any other websites or systems hosting any material described above and we reserve the right to terminate your Agreement and account with us, with immediate effect if you breach any aspect of this clause 7. 7.3 You undertake to monitor and supervise any and all third party activity on your website (including, but not limited to, the submission of material by users and the use of communication systems such as forums). Any third party activity that may fall within the provisions of this clause 7 must be stopped or removed, as appropriate. 7.4 You undertake to ensure that any and all e-commerce conducted through your website complies with all relevant laws in force at the relevant time including, but not limited to, the Distance Selling Regulations 2000 and the EU E-Commerce Directive 2000. 7.5 You undertake to ensure that any and all personal information collected through your website is gathered, processed and held in accordance with the relevant Data Protection Legislation. 7.6 You shall be responsible for all activity relating to your website. 7.7 We reserve...
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OBLIGATIONS AND UNDERTAKINGS. 5.1 OSS shall at all times comply, and procure that any OSS Personnel complies, with the OSS Registration Guidelines, the SEAI Policies and the ICT Security Requirements. 5.2 OSS shall use all reasonable endeavours to successfully implement the Strategic Plan and, to the extent applicable, any Updated Strategic Plan. 5.3 OSS shall continue to meet the Eligibility Criteria at all times during the Term. 5.4 OSS shall ensure that the Application Form Policies and Procedures shall be implemented and complied with for the duration of this Agreement. 5.5 OSS shall comply with, and shall procure that any OSS Personnel complies with, all OSS Scheme Terms. 5.6 OSS shall fully co-operate with SEAI in relation to any issues which arise in relation to this Agreement. 5.7 OSS shall ensure that it has an OSS Customer Agreement in place with all OSS Customers. SEAI may issue either a template OSS customer agreement or minimum requirements for what OSS Customer Agreements should include from time to time. If SEAI does issue such a template agreement or minimum requirements, OSS shall ensure they are implemented in its OSS Customer Agreements entered into following the date of issue of such by SEAI. 5.8 OSS shall procure that the OSS Customer Agreement requires OSS Customers to comply at all times with the OSS Scheme Documents, including granting appropriate access and co-operation to any inspectors which SEAI may send to OSS Customers’ homes in relation to an OSS Scheme. 5.9 Subject to the terms of the applicable OSS Scheme Terms, OSS shall ensure that the amount paid by the OSS Customers to OSS for works undertaken by OSS and/or OSS Personnel will equate to the cost of such works less any Funding. 5.10 OSS shall not, in carrying out the OSS Scheme Services or dealing with the public and/or OSS Customers describe or represent itself as a partner, representative or agent of SEAI. 5.11 OSS shall ensure to have appropriate procedures in place to provide OSS Customer care and deal with complaints from OSS Customers in relation to OSS Scheme Services carried out by OSS and OSS Personnel. 5.12 OSS shall not, and shall ensure the OSS Contractors shall not, through their actions, communications or omissions cause OSS Customers or other potentially eligible OSS Scheme grantees to consider or believe that they must use or deal with only with OSS in order to secure Funding pursuant to any OSS Scheme. OSS Customers and other potentially eligible OSS Scheme grantees can use any one st...
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OBLIGATIONS AND UNDERTAKINGS 
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Related to OBLIGATIONS AND UNDERTAKINGS

  • Conditions to All Parties’ Obligations Notwithstanding any other provision of this Agreement to the contrary, the obligations of each of the parties to this Agreement to consummate the transactions described herein shall be conditioned upon the satisfaction of each of the following conditions precedent on or prior to the Closing Date:

  • Parties Obligations The Parties’ obligations under this Agreement will continue notwithstanding the existence of a Material Change.

  • Obligations of Licensee 2.1 Licensee is responsible for the quality and safety of its products. 2.2 Licensee shall use all reasonable efforts and diligence to exploit the Invention and to proceed with the development, manufacture and sale of Licensed Product and to use commercially reasonable efforts to develop markets for the Licensed Product. 2.3 Licensee will represent the Licensed Product fairly in comparison with competitive products from other suppliers. 2.4 Licensee shall not, on behalf of University, make any representations or give any warranties or guarantees in respect of the Proprietary IPR not expressly authorised in writing by University, provided that such authorization shall not be unreasonably delayed or withheld by University. 2.5 Licensee shall not market the Licensed Product under the name of University, and not in any way create any impression that University is the seller of the Licensed Product. 2.6 Licensee shall take all such steps as are reasonably necessary to protect Intellectual Property Rights in the Invention. 2.7 Licensee shall promptly inform University upon becoming aware of any illegal or unauthorised use of the Invention or any infringement of the Prospective Patent or Proprietary IPR and Intellectual Property Rights therein. 2.8 Licensee shall comply with all laws, regulations and governmental obligations that may from time to time be applicable to the making, use or sale of the Licensed Product in each part of the Territory. 2.9 As between Licensee and University and without limiting any responsibility of an Affiliate or Sub-Licensee, Licensee shall be solely responsible for any claims arising or alleged to arise from loss or injury to persons or property caused or suffered in the course of or as a consequence of the use of the Invention by Licensee, Affiliates and Sub-Licensees or the supply and sale of the Licensed Product by Licensee, Affiliates and Sub-Licensees except where such loss or injury are caused by the gross negligence or wilful misconduct of University. 2.10 Except as expressly set forth under this Agreement, Licensee shall use its best endeavours to keep the Invention confidential and not to reveal to any third party any confidential information of University regarding the Invention until after a non-disclosure agreement has been signed, provided that no such obligation shall apply to any information that has been publicly disclosed through no breach of this Agreement by Licensee, including by publication of the Inventions by the applicable governmental agency, was in the possession of Licensee prior to disclosure by University, is obtained by Licensee from a third party, or is independently developed by Licensee. 2.11 To the extent prohibited by applicable law, Licensee shall not carry out any illegal, deceptive, or unethical practices, whether or not they are to the disparagement of the Invention, Licensed Product or University, or, subject to the foregoing in this Section 2.11, any other practices which may be detrimental to the Invention, Licensed Product, University or to the public interest.

  • Certain Obligations Whenever this Agreement requires any of the Subsidiaries of any Party to take any action, this Agreement will be deemed to include an undertaking on the part of such Party to cause such Subsidiary to take such action.

  • Obligations of Confidentiality 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) not use or exploit the Confidential Information in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) keep separate the Confidential Information from all documents and other records of the Recipient; (e) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; and (f) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information. 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) it keeps a written record of these Representatives; and (d) it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by a Court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so. 2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure. 2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction. 2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • Obligations of the Holders (a) Each Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request in connection therewith. Upon the execution of this Agreement, each Holder shall complete, execute and deliver to the Company a selling securityholder notice and questionnaire in form reasonably satisfactory to the Company. At least five (5) Business Days prior to the first anticipated filing date of any registration statement, the Company shall notify each Holder of any additional information the Company requires from such Holder if such Holder elects to have any of the Registrable Securities included in such registration statement. A Holder shall provide such information to the Company at least two (2) Business Days prior to the first anticipated filing date of such Registration Statement. Each holder agrees that, in connection with any sale of Registrable Securities by it pursuant to a registration statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such registration statement. (b) Each Holder, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Mandatory Registration Statement hereunder, unless such Holder has notified the Company in writing of its election to exclude all of its Registrable Securities from the Mandatory Registration Statement. (c) Each Holder covenants and agrees that it shall comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Mandatory Registration Statement (including any related prospectus) and any amendment or supplement thereto.

  • Obligations of the Holder a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify each Holder in writing of the information the Company requires from each such Holder if such Holder elects to have any of such Holder's Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Holder that such Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement. b. Each Holder, by such Holder's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Holder has notified the Company in writing of such Holder's election to exclude all of such Holder's Registrable Securities from such Registration Statement. c. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of 3(e), such Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e).

  • Obligations of Lenders Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

  • Obligations of Both Parties Obligations of Party A: 1. Party A undertakes that the products that it provides have been authorized by the General Administration of Quality Supervision, Inspection and Quarantine of the PRC. 2. In order to enhance Party B’s reputation, Party A hereby authorizes Party B to use the Ninetowns trade name in its company name, provided, however, that Party B shall not use such trade name to engage in business activities that are not related to the business as contemplated hereunder. 3. Party A undertakes that during the term of this agreement, it will obtain Party B’s prior consent before developing other franchisees within the franchised area. 4. Party A shall provide Party B with marketing and training materials in connection with the franchised products. 5. Party A shall provide Party B with technical support services. 6. Upgrade services. Obligations of Party B: 1. Party B is responsible for distribution of Party A’s products, after-sale services and technical support in the franchised area. 2. Party B undertakes that it will comply with relevant state and industrial laws and regulations through its sales activities. 3. Party B undertakes that it will not be any third party’s franchisee for any other product that competes with Party A’s products in the franchised area during the term of this agreement. 4. Party B undertakes that the products that it sells are the official versions of Party A’s products, and Party B undertakes that it will not engage in any form of counterfeit activities. 5. Party B undertakes that it will provide users with after-sales service and technical support in accordance with Party A’s service standards and service contents. 6. Party B undertakes that it will make payments to Party A within the prescribed time limit. 7. Party B undertakes that the sales data delivered by Party B to Party A monthly, i.e. the monthly sales report, will be true and accurate.

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