PURCHASER UNDERTAKINGS Sample Clauses

PURCHASER UNDERTAKINGS. 7.1 The Purchaser undertakes and agrees with the Seller that the Purchaser shall at all times procure that any Purchaser Nominee who is a director of any Company shall: (i) subject to Clause 7.2, at all times vote or abstain from voting at board meetings and in respect of written resolutions (in which case the vote on a written resolution shall be delivered promptly), in accordance with the Seller’s Nominees; and (ii) subject to Clause 7.3, ensure that they attend all board meetings and promptly vote on all written resolutions, or that their Alternate, if any, is given sufficient notice to enable such Alternate to attend and vote at such meetings or to vote on written resolutions. 7.2 If, for any reason, the relevant Purchaser Nominee is unwilling or unable to act in accordance with the requirements of Clauses 7.1, the Purchaser shall take, or procure the taking of, all steps necessary to ensure that the relevant Purchaser Nominee does not attend or vote at the relevant board meeting in respect of the issue(s) on which they are unable to vote in accordance with Clause 7.1(i), and is instead represented at such board meeting by the relevant Alternate in respect of such matter and that the Alternate is able validly to vote on such matter. 7.3 In the event that a Purchaser Nominee is unable or unwilling to act in accordance with the requirements of Clause 7.1 and no Alternate has been appointed who is able to vote in place of that Purchaser Nominee in relation to any resolution, the Purchaser Nominee (if in attendance at the meeting) shall abstain and express no view or opinion on the relevant matter. In such circumstances, the Purchaser shall be in breach of its undertakings under this Clause 7 unless: (i) the Purchaser Nominee, acting reasonably, considers that the casting of any vote (including by written resolution) as required by Clause 7.1(i) would constitute a breach of (a) his/her fiduciary duties or (b) any applicable laws, regulations, by-laws or statutes, and the Purchaser Nominee has within 14 days of the date of the relevant act required by Clause 7.1(i), delivered a notice to the Seller setting out his/her reasons for his conduct with respect to such act; (ii) the Purchaser Nominee resigns as a director for a reason that is related to a matter referred to in Sub-Clause 7.3(i); or (iii) the failure of the Purchaser Nominee to comply with any provision of Clause 7.1 was the result of his/her incapacity through illness, evidenced within 14 days by ...
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PURCHASER UNDERTAKINGS. 12.1 For the purposes of (i) preparing the Seller’s Completion Date Accounts or otherwise in connection with the determination of the Post-Completion Adjustments and (ii) to the extent it is necessary for the Seller’s audit and tax reporting purposes, the Purchaser and Purchaser Guarantor shall jointly and severally procure that at all times after Completion for a period up to (and including) the date of signing off the Seller’s Completion Date Accounts by the Seller’s Accountant, the Seller and any person authorised by it (including but not limited to any of its employees or any of its subsidiaries, its accountants and other professional advisers) will be given such access during normal office hours to the Business Premises and to all the books and records of the each member of the Group relating to events or matters occurring or arising at or before Completion (including to the extent relevant to post-Completion status of the assets and liabilities of the relevant member of the Group as at Completion) as the Seller may reasonably request. 12.2 The Purchaser shall within 14 Business Days after Completion procure that all security and guarantees provided by the Seller or its subsidiary in favour of Hang Seng Bank Limited in respect of the Secured Facilities are released without recourse and returned to the Seller or its relevant subsidiary. The Purchaser and the Guarantor jointly and severally shall on demand indemnify and keep indemnified the Seller (for itself and as trustee on behalf of its relevant subsidiaries) from all Losses (including any legal or other professional costs that may be incurred in defending any claim against Hang Seng Bank Limited or enforcing this indemnity) arising from or in connection with any enforcement or attempted enforcement of such guarantees and security against the Seller and/or its relevant subsidiary in respect of any matter arising after Completion. If and to the extent that any such guarantee or security is not released within the 14 Business Day period referred to above, the Purchaser shall pay a guarantee fee equal to the Prime Rate of the maximum principal amount available under the Secured Facility for the whole or part of each month from Completion throughout the period that the guarantee or security remains unreleased in accordance with this Clause.
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PURCHASER UNDERTAKINGS. 12.1 The Purchaser undertakes to the Seller at the Completion Date that it shall have, and shall procure that each of the other Purchaser Parties shall have, on an unconditional basis, immediately available cash to meet their respective obligations as they arise under this Agreement and the Purchaser’s Completion Documents. 12.2 [LIMITATION OF PURCHASER RECOURSE REDACTED]. 12.3 [PURCHASER GUARANTEE OBLIGATIONS POST-CLOSING REDACTED].
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PURCHASER UNDERTAKINGS. In order to prevent Xxxx Xxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxxxxx and Xxxxx Xxxxxx from misusing any confidential or proprietary information relating to the international business of Holding or any of its subsidiaries gained while employed by Holding or any of its subsidiaries, the Purchaser undertakes that none of Purchaser or its subsidiaries will, for a period of one year following the Closing Date, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of or be connected as a partner, consultant or otherwise with, any business or organization which, directly or indirectly, competes with, or in any way interferes with, the freight forwarding, transportation, logistics and supply chain management services provided by Holding or its subsidiaries to the customers listed on SCHEDULE 12.3 hereto from and to points of origin and/or destination outside of the United States and Canada, including but not limited to freight forwarding, transportation, logistics and supply chain management services to and from Puerto Rico or the Dominican Republic so long as such shipments do not have an origin or destination in the United States or Canada. For purposes of this SECTION 12.3 only, in the event that Purchaser assigns its rights under this Agreement to a wholly-owned subsidiary, or assigns, transfers or sells all or substantially all of the assets constituting the GLAS Business to any Affiliate of Parent after the date hereof, this SECTION 12.3 shall apply only to such wholly-owned subsidiary or Affiliate and not to the Purchaser or its other subsidiaries; PROVIDED, that in all events this SECTION 12.3 shall apply to Purchaser and each Affiliate of Purchaser that employs any or all of Xxxx Xxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxxxxx and Xxxxx Xxxxxx.
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PURCHASER UNDERTAKINGS. The Purchaser undertakes to the Lisheen Seller with effect from the Lisheen Completion Date as follows: 3.1 to procure the performance by Anglo American Lisheen Finance Limited of its obligations from time to time under the Escrow Agreement and the Implementation Agreement; 3.2 not to carry out any action or do any other thing or act, and to procure that neither Anglo American Lisheen Finance Limited nor any other Lisheen Group Entity or member of the Purchaser’s Group shall carry out any action or do any other thing or act, the intention or effect of which is to prejudice, restrict or distort in any way (i) the making of any payment provided for under the Implementation Agreement or the Escrow Agreement or (ii) the terms of a redundancy situation contemplated by the Implementation Agreement or the Escrow Agreement; and 3.3 for such time as any amounts stand to the credit of the Lisheen Escrow Account (i) to keep Anglo American Lisheen Finance Limited solvent and (ii) not to commence any action to wind up Anglo American Lisheen Finance Limited.
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PURCHASER UNDERTAKINGS. The Purchaser undertakes to the Vendor, the Purchaser acting for itself and as agent and trustee for each of its Affiliates, that (in the absence of fraud) neither the Purchaser nor any of its Affiliates: (i) has any rights against; and (ii) may make any claim against, any Vendors’ Group Undertaking or any Representative thereof on whom it may have relied before agreeing to any term of, or entering into, this Agreement or any other agreement or document referred to herein, other than as provided in this Agreement.
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Related to PURCHASER UNDERTAKINGS

  • Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2. (b) The Mortgage Loan Seller hereby makes, as of the date hereof (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C, subject to the exceptions set forth in Schedule C. The Mortgage Loan Seller is also referred to herein as the “Responsible Repurchase Party”. (c) The Mortgage Loan Seller hereby represents and warrants, as of the date hereof, to and for the benefit of the Purchaser only, that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans. (d) The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s role as “originator” (or the role of any third party as “originator” of any Mortgage Loan for which the Mortgage Loan Seller was not the originator) and “sponsor” in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in each of the Preliminary Prospectus and the Prospectus complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein.

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Investor Representations and Warranties I acknowledge, represent and warrant to, and agree with, the Company as follows: a. I am aware that my investment involves a high degree of risk as disclosed in the Offering Documents and have read carefully the Offering Documents, and I understand that by signing this Subscription Agreement I am agreeing to be bound by all of the terms and conditions of the Offering Documents. b. I acknowledge and am aware that there is no assurance as to the future performance of the Company. c. I acknowledge that there may be certain adverse tax consequences to me in connection with my purchase of Securities, and the Company has advised me to seek the advice of experts in such areas prior to making this investment. d. I am purchasing the Securities for my own account for investment purposes only and not with a view to or for sale in connection with the distribution of the Securities, nor with any present intention of selling or otherwise disposing of all or any part of the foregoing securities. I agree that I must bear the entire economic risk of my investment for an indefinite period of time because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available. I hereby authorize the Company to place a restrictive legend on the Securities that are issued to me. e. I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment. I believe that the investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Company. f. I have been given access to full and complete information regarding the Company and have utilized such access to my satisfaction for the purpose of obtaining information in addition to, or verifying information included in, the Offering Documents, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions of, and receiving answers from, such officers concerning the terms and conditions of the offering of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available. g. I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Company. I have not utilized any person as my purchaser representative as defined in Regulation D under the Securities Act in connection with evaluating such merits and risks. h. I have relied solely upon my own investigation in making a decision to invest in the Company. i. I have received no representation or warranty from the Company or any of its officers, directors, employees or agents in respect of my investment in the Company and I have received no information (written or otherwise) from them relating to the Company or its business other than as set forth in the Offering Documents. I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. j. I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering and other matters pertaining to my investment and all such questions have been answered to my full satisfaction. k. I have been provided an opportunity to obtain any additional information concerning the offering and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense. l. I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder and have attached the completed Accredited Investor Questionnaire to indicate my “accredited investor” status. I can bear the entire economic risk of the investment in the Securities for an indefinite period of time and I am knowledgeable about and experienced in making investments in the equity securities of non-publicly traded companies, including early stage companies. I am not acting as an underwriter or a conduit for sale to the public or to others of unregistered securities, directly or indirectly, on behalf of the Company or any person with respect to such securities. m. I understand that (1) the Securities have not been registered under the Securities Act, or the securities laws of certain states, in reliance on specific exemptions from registration, (2) no securities administrator of any state or the federal government has recommended or endorsed this offering or made any finding or determination relating to the fairness of an investment in the Company, and (3) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of certain exemptions from registration afforded by the Securities Act and certain state securities laws. n. I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available. o. I have had the opportunity to seek independent advice from my professional advisors relating to the suitability of an investment in the Company in view of my overall financial needs and with respect to the legal and tax implications of such investment. p. If the Investor is a corporation, company, trust, employee benefit plan, individual retirement account, Kxxxx Plan, or other tax-exempt entity, it is authorized and qualified to become an Investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. q. The information contained in my Investor Questionnaire, as well as any information which I have furnished to the Company with respect to my financial position and business experience, is correct and complete as of the date of this Subscription Agreement and, if there should be any material change in such information prior to the Closing of the offering, I will furnish such revised or corrected information to the Company. I hereby acknowledge and am aware that except for any rescission rights that may be provided under applicable laws, I am not entitled to cancel, terminate or revoke this subscription and any agreements made in connection herewith shall survive my death or disability.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows:

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333-120615) with respect to the Shares has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. The Company and the transactions contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-1. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting in all material respects, at the time of filing thereof, the requirements of the Rules and Regulations) contained therein and the exhibits and financial statements thereto, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, is herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

  • Purchaser’s Representations and Warranties The Purchaser represents and warrants to the Company that:

  • REPRESENTATIONS AND WARRANTIES OF THE VENDORS The Vendors hereby represent and warrant to the Allottee as follows: (i) The Owners have marketable title with respect to the said Land on the basis of the several purchase deeds executed and registered in favour of the Owners, details whereof are mentioned in Schedule-H hereto and absolute, actual, physical and legal possession of the said Land for the Project; (ii) The Promoter has lawful rights and requisite approvals from the competent Authorities to carry out development of the Project; (iii) There are no encumbrances upon the said Land or the Project created by the Owners and the Promoter; (iv) There are no litigations pending against the Owners and Promoter before any Court of law or Authority with respect to the said Land, Project or the said Apartment; (v) All approvals, licenses and permits issued by the Corporation with respect to the Project, said Land and the said Apartment are valid and subsisting and have been obtained by following due process of law. Further, the Promoter has been and shall, at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, said Block and the said Apartment and Common Areas; (vi) The Vendors have the right to enter into this Agreement and have not committed or omitted to perform any act or thing whereby the right of the Allottee created herein, may prejudicially be affected. (vii) The Vendors have not entered into any agreement for sale or any other agreement/arrangement with any person or party with respect to the said Land including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement; (viii) The Vendors confirm that the Vendors are not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement; (ix) At the time of execution of the conveyance deed the Promoter shall hand over lawful, vacant, peaceful, physical possession of the said Apartment to the Allottee; (x) The said Apartment is not the subject matter of any HUF and that no part thereof is owned by any minor and/or no minor has any right, title and claim over the said Apartment; (xi) The Promoter has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the said Land to the Corporation till the Completion Certificate is issued; (xii) No notice from the Government or any other local body or authority or any legislative enactment, government ordinance, order, notification (including any notice for acquisition or requisition of the said Apartment) has been received by or served upon the Promoter in respect of the said Land and/or the Project.

  • INVESTOR’S REPRESENTATIONS AND WARRANTIES The Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

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