Owner's Undertakings Sample Clauses

Owner's Undertakings and covenants The Buyers further warrant, represent and agree that they and their officers, directors, employees, consultants, agents and/or intermediaries have complied with, and shall comply with, all applicable Business Ethics Laws in connection with this Agreement.
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Owner's Undertakings. The Owner undertakes with the Mortgagee during the Security Period: (a) to keep the Vessel seaworthy and in good order and condition in accordance with best ship management practice; (b) to maintain the Vessel in a condition entitling the Vessel to the highest class applicable to vessels of her type of a classification society approved by the Mortgagee (the "Classification Society") free of recommendations and qualification and each year to procure that the Classification Society confirms to the Mortgagee that such classification is maintained; (c) to arrange for the Vessel to be inspected and surveyed in accordance with the rules of the classification Society and, when so requested by the Mortgagee, to give the Mortgagee copies of all inspection and survey reports and any other documents relating to the classification of the Vessel; (d) to inform the Mortgagee immediately of any recommendation or requirement notified to the Owner by the Classification Society or by any governmental or international authority which is not complied with within the time limit specified; (e) to allow the Mortgagee or its authorized representative unrestricted access to the Vessel at all reasonable times for the purpose of inspecting the condition of the Vessel; (f) to give the Mortgagee no less than five Business Days' prior notice of any dry-docking or any underwater inspection so that the Mortgagee can arrange for its representatives to attend such dry-docking or inspection if it decides that this is necessary; (g) not to give possession of the Vessel to a shipyard for repairs to be carried out to the Vessel the cost of which will exceed the amount of US$ 100,000 unless the shipyard shall have given a written waiver to the Mortgagee of its lien or right of detention on the Vessel for the cost of such repairs; (h) not to make or allow to be made any material alteration to the Vessel (unless such alteration is required by law or by the Classification Society) without the prior written consent of the Mortgagee which it shall have full power to withhold; (i) to comply with all requirements imposed by international convention, statute, regulation, common law or otherwise in relation to the maintenance, operation and safety of the Vessel and keep on board the Vessel valid certificates evidencing such compliance; (j) to comply with the requirements of the International Safety Management Code and to ensure that at all times the Owner has a valid document of compliance and the Vesse...
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Owner's Undertakings. The Owner shall perform all of its undertakings in accordance with the terms set forth in this Agreement.
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Owner's Undertakings. The Owners undertake and agree that throughout the Charter Period they will:- 44.1 Maintain their separate corporate existence and remain in good standing under the laws of the Xxxxxxxx Islands; 44.2 Obtain and promptly renew from time to time, and whenever so required, promptly furnish certified copies to the Charterers of, all such authorisations, approvals, consents and licences as may be required under any applicable law or regulation to enable the Owners to perform their obligations under this Charter or as may be required for the validity or enforceability of this Charter, and the Owners shall in all material respects comply with the terms of the same; 44.3 Have sufficient title to the Vessel to be able to make it available to the Charterers on the terms of this Charter, subject to any deficiencies in the title to the Vessel acquired by the Owners pursuant to the MOA. 44.4 Not, unless a Termination Event shall have occurred, disturb or interfere with the Charterers’ or any permitted sub-charterers quiet and peaceful use, possession and enjoyment of the Vessel. 44.5 Not, during the Charter Period, without the Charterer’s prior written consent (such consent not to be unreasonably withheld or delayed) effect any mortgage on the Vessel unless the principal amount of any loan secured by such mortgage is $26,600,000 or less.
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Owner's Undertakings. 7.1 The Owner hereby covenants with the Security Agent and undertakes that throughout the Facility Period: 7.1.1 Negative undertakings it will not, without the previous written consent of the Majority Lenders. (a) Variations materially vary the Charter or the Charter Guarantee (and, for the avoidance of doubt, any assignment, transfer or novation of a Charter or a Charter Guarantee, whether from the Owner or the Charterer, without approval shall constitute a material variation), and the Owner shall not grant any consent to the Charterer in respect of any such variation; (b) Releases and waivers release the Charterer or the Charter Guarantor from any of the Charterer's or the Charter Guarantor's obligations under the Charter or the Charter Guarantee or waive any breach of the Charterer's or the Charter Guarantors obligations thereunder (including by way of novation, assignment or transfer) or consent to any such act or omission of the Charterer or the Charter Guarantor as would otherwise constitute such breach;
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Owner's Undertakings. 6.1 The Owner undertakes with you that: (a) the Owner will arrange for the Chattel to be available at the commencement of the Term with all necessary permits, certificates and licences and in operational order; (b) the Owner is responsible at its cost for all repairs and replacements to the Chattel not caused by any failure by you to properly service or operate the Chattel as required under this Agreement; (c) the gas cylinder will be full of gas at the commencement of the Term.
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Owner's Undertakings. 8.1 The Owner hereby covenants with the Mortgagee and undertakes that throughout the Security Period:
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Owner's Undertakings. 6.1 The Owner undertakes with you that: (a) the Owner will arrange for the Equipment to be available at the commencement of the Term in operational order and with all necessary permits, certificates and licences; (b) the Owner is responsible at its cost for all repairs and replacements to the Equipment not caused by any failure by you to properly service or operate the Equipment as required under this Agreement; (c) in the case of vehicles, the vehicle will be full of fuel and oil at the commencement of the Term.
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Owner's Undertakings. The Owner warrants that the Ship and the Owner's interest in the Insurances or any Requisition Compensation will at the Delivery Date be free of any Encumbrances created by it and undertakes that it will not during the Hire Period, without the prior written consent of the Hirer, create any Encumbrance over the Ship, or any share or interest therein or the Owner's interest in the Insurances or any Requisition Compensation.
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Related to Owner's Undertakings

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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 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.

  • 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.

  • 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.

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