Purchaser’s Undertakings Sample Clauses

Purchaser’s Undertakings. (A) The Purchaser agrees and undertakes on behalf of itself and each other member of the Purchaser's Group that (in the absence of fraud) it has no rights in relation to the matters contemplated by this SUB-CLAUSE (A) against, and shall not make any claim against, any employee, director or agent of any member of the Vendor's Group on whom the Vendor may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein including, without prejudice to the generality of the foregoing, any such persons as are named in the definition of "so far as the Vendor is aware". The agreement and undertaking set out in this SUB-CLAUSE 21(A) is without prejudice to any rights of any member of the Purchaser's Group described in SUB-CLAUSE 30(E). (B) Subject to SUB-CLAUSE 32(B) (Announcements) and SUB-CLAUSE 33(B) (Confidentiality) and without prejudice to SUB-CLAUSE 17(E) (Intellectual Property), the Purchaser undertakes on behalf of itself and each other member of the Purchaser's Group (and, so far as achievable using reasonable endeavours, any member of the Purchaser's Group which ceases to be such a member before the third anniversary of the date of this Agreement) to treat as strictly confidential and not disclose to any person (other than other members of the Purchaser's Group on a confidential basis) any Vendor Confidential Information. The Purchaser acknowledges (for itself and on behalf of each other member of the Purchaser's Group) that any future use of Vendor Confidential Information is without representation, warranty or liability on the part of any member of the Vendor's Group. No updates of the Vendor Confidential Information will be provided by any member of the Vendor's Group to any member of the Purchaser's Group. (C) The Purchaser acknowledges and agrees on behalf of itself and each other member of the Purchaser's Group that nothing in this Agreement shall operate as an agreement to transfer (nor shall transfer) any right, title or interest in, and (subject to SUB-CLAUSES (D) AND (E) and the provisions of the Transitional Services Agreement), from Completion, the Purchaser shall procure that no member of the Purchaser's Group (and, so far as achievable using reasonable endeavours, any member of the Purchaser's Group which ceases to be such a member before the third anniversary of the date of this Agreement) shall use, the wor...

Purchaser’s Undertakings. The Purchaser agrees and undertakes to implement the following acts: (i) Before the Closing Date, if it does need to purchase the Sale Equity via any of its subsidiaries or Affiliates of the Purchaser, the Purchaser shall notify the Seller as early as possible and shall consummate all the formalities and work in relation to such adjustment in due course of time for its completion of the Closing on the Closing Date (no matter the Sale Equity is purchased by the Purchaser itself or via any of its subsidiaries or Affiliates), including but not limited to entry into an equity transfer agreement in the form and substance consented and recognized by the Seller in advance (in the same form and substance as this Agreement (except the buyer under such agreement shall be such subsidiaries or Affiliates), which binds such subsidiaries or Affiliates to the conditions agreed between the Purchaser and the Seller under this Agreement), consummation of all the relevant reviews by the competent governmental authorities and its internal formalities, and shall bear all the expenses incurred in respect of such adjustment and the additional costs and losses incurred by the Seller, if any (for avoidance of any doubt, the Purchaser or the Seller shall bear its own costs and expenses respectively incurred to it as result of the first time of such adjustment, but after the first time of such adjustment all costs and expenses incurred to both Purchaser and the Seller shall all be borne by the Purchaser alone); (ii) The Purchaser shall, on the Closing Date, perform all of its obligations under Clause 5 hereof. (iii) At any time, the Purchaser shall ensure that the funds used by it or any of its subsidiaries or Affiliates to purchase the Sale Equity are lawful and valid and are used for such intended purchase purpose under this Agreement; (iv) After the Closing in fact takes place, the Purchaser shall ensure the stability of the current teams of the Company, and ensure the compensation and benefits enjoyed by the current team or employee shall remain unchanged, provided that such compensation and benefits enjoyed by the current team or employee and related evaluation criteria for granting benefits have been properly included in their employment contract or other written document prior to the Execution Date; (v) On the Closing Date, the Purchaser shall transfer all proceeds received from the Escrow Account to the designated accounts of the Seller to pay the purchase consideration as p...

Purchaser’s Undertakings. In order to give effect to the Novation, and with effect from Completion, the Purchaser hereby: (a) undertakes to the Seller, HLNG and the Company to observe, perform, discharge and be bound by the Loan Agreement as if the Purchaser was a lender under the Loan Agreement in respect of the Novation Amount; (b) undertakes to the Seller, HLNG and the Company to observe, perform, discharge and be bound by the Loan Agreement as if the Purchaser was a lender of 3 per cent. of the Loan under the Loan Agreement in respect of obligations falling to be performed by a lender on and from the date of Completion; and (c) accepts the Company’s undertaking to observe, perform, discharge and be bound by the Loan Agreement (to the extent set out in Clause 4).

Purchaser’s Undertakings. (A) Purchaser’s undertakings are contained in or identified in this Contract and Exhibit A. In particular, Purchaser shall perform the following : (i) Purchaser will procure the Launch Services to perform the launch mission including the Satellite(s) dispenser in accordance with one or more Launch Services Agreements with one or more Launch Services Providers. As promptly as practicable, and in any event no later than three (3) months after PDR as set forth in section 3.4.2 of Exhibit A, Purchaser will designate in writing to Contractor the selected Launch Services Provider(s) (with a maximum of two (2)), the Launch Sites and the targeted launch periods. Purchaser will also promptly notify Contractor in the event of any changes in any launch schedule after Purchaser learns of such changes. Purchaser shall use its reasonable best efforts to cause each selected Launch Services Provider to name Contractor and its Subcontractors as additional insureds under each such Launch Services Provider’s launch risk third-party liability insurance policy. (ii) Purchaser will furnish to Contractor decryptor cards and documentation for each Spacecraft as set forth in section 6.3 of Exhibit A. The decryptor cards and documentation shall be transported at Purchaser’s risk and expense Delivered Duty Unpaid, Incoterms 2000, to the place and at the date as set forth in section 6.3 of Exhibit A. Any defect on such items or part thereof delivered by Purchaser to Contractor shall be corrected or replaced at Purchaser’s expense and any costs incurred by Contractor as a result of such defect and documented to Purchaser shall be borne by Purchaser. (iii) Purchaser shall provide, at Purchaser’s Satellite Operations Control Center (“SOCC”) facilities, two (2) computers and a Satellite OBPE Software development workstation to host the software for the DSS as set forth in section 6.6 of Exhibit A. (iv) Subject to government requirements, Purchaser will arrange with the Launch Services Provider to provide to Contractor and its Subcontractors free of charge access to the Launch Sites, utilities (including without limitation power, phone and data lines) and services (including without limitation transportation) at the Launch Sites necessary to permit Contractor to (i) support the launch schedule; (ii) conduct testing and (iii) provide the Launch Support Services. (v) Subject to government requirements, Purchaser will provide access to Contractor and its Subcontractors at each of Purchaser’s...

Purchaser’s Undertakings. 8.1 The Purchaser shall: 8.1.1 issue passwords or other access information only to Authorised Users and use all reasonable endeavours to ensure that they do not divulge their passwords or other access information to any third party; 8.1.2 make Authorised Users aware of the importance of respecting the intellectual property rights in the Licensed Materials and of the terms and conditions of this Licence and use reasonable endeavours to protect the Licensed Materials from unauthorised use or other breach of this Licence and to monitor compliance; immediately upon becoming aware of any unauthorised 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; 8.1.3 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 Materials in accordance with its obligation hereunder, and to notify any changes to such information not less than ten (10) days before the change takes effect, including additions, deletions or other alterations to its records of Authorised Users and their access details or to IP addresses as are necessary to enable the Publisher to provide Authorised Users with access to the Licensed Materials as contemplated by this Licence; 8.1.4 provide all necessary co-operation and information as may reasonably be required by the Publisher; 8.1.5 comply with all applicable laws and regulations with respect to its activities under this License; 8.1.6 be liable for procuring and maintaining its own network connections and telecommunications links. 8.2 Nothing in this Licence shall make the Purchaser liable for breach of the terms of this Licence by any Authorised User provided that the Purchaser did not cause, knowingly assist or condone the continuation of such breach to continue after becoming aware of an actual breach having occurred. 8.3 The Purchaser agrees to notify the Publisher immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Material and do all things reasonably required to assist the Publisher in such claims. It is expressly agreed that upon such notification, or if the Publisher becomes aware of such a claim from other sources, the Publisher may remove such work(s) from the Licensed Mat...

Purchaser’s Undertakings. The Purchaser undertakes to the Sellers: (i) that the terms and conditions of employment enjoyed by the Transferred UK Employees in the period of 12 months from Closing will be no less favorable than those enjoyed by them prior to Closing (but without prejudice to any improvements to salaries, wages or conditions agreed in accordance with the Purchaser’s normal review procedures); and (ii) in the event of the Purchaser effecting enforced redundancy of any of the Transferred UK Employees or terminating any of the Transferred UK Employees’ contracts of employment without good cause in the period of 12 months from Closing, to make available or procure that there is available to each Transferred UK Employee a package no less favorable than that which would have been made available to him had he still been an employee of the applicable Seller at the date of that redundancy or termination on the basis of the applicable Seller’s policy.

Purchaser’s Undertakings. 14.6.1 The Milan Purchaser shall, on or immediately after the Closing Date enter into a temporary lease agreement with SEB-GER Milan Branch materially in the form of the draft attached as Annex 14.6.1 to lease certain spaces located at the first underground floor of the Milan Property. 14.6.2 The Rotterdam Purchaser undertakes towards the Seller to enter into a lease transfer agreement materially in the form as attached in Annex 14.6.2 regarding the transfer of the Ontwikkelingsbedrijf Rotterdam's position as a lessee under the existing lease agreement with Regionale Directie Domeinen West (attached in Annex 14.6.2 for the purpose of reference) if so requested by the Ontwikkelingsbedrijf Rotterdam before the Closing Date.

Purchaser’s Undertakings. In consideration of the Vendor entering into this Agreement and agreeing to perform its obligations hereunder, the Purchaser hereby undertakes to the Vendor to provide the Vendor, at its request, with all such information known to it or which on reasonable enquiry ought to be known to it and relating to the Purchaser and/or the Group as may be reasonably required by the Vendor in connection with the transactions contemplated or arising under this Agreement for the purposes of, without limitation, complying with all requirements of applicable law (including any due diligence defences) or of the rules and regulations of the NASDAQ stock exchange or any applicable regulatory bodies; and

Purchaser’s Undertakings. The Purchaser agrees and undertakes that during the term of this Agreement: 7.2.1 The Purchaser undertakes to pay to the Seller the full purchase price of the Basic Asset in a lump sum in accordance with this Agreement at the Establishment Date of Special Plan and the Revolving Purchase Date. 7.2.2 If the Seller's transaction under this Agreement needs to be approved by the Chinese authority in accordance with the Chinese law, the Purchaser will assist the Seller in preparing the application materials to be submitted to the relevant Chinese authority and cooperate with the Seller to obtain the necessary government approval and shall provide all the information necessary for the above purposes.

Purchaser’s Undertakings. 8.1 From Completion the Purchaser undertakes to the Seller to: (a) maintain the operating investment in the Company at a level not materially different (taking into account Cost Inflation) from the amount of ‘Direct Costs’ set out in Schedule 4 (the Disney Financial Envelope), for 5 years from Completion (the Initial Period); and (b) in the ten-year period following the Initial Period, conditional upon receipt by the Company of the 21CF Financial Envelope, maintain the Disney Financial Envelope at a level not materially different to the level maintained during the Initial Period (taking into account Cost Inflation and market conditions), save that this level shall not be lower than (i) the operating investment made in respect of the final year of the Initial Period plus (ii) an adjustment to reflect Cost Inflation in the period between the last date of the Initial Period and the year in respect of which the operating investment is being made. 8.2 From Completion the Purchaser undertakes to the Seller to procure that the Company will maintain financial records showing the annual 21CF Financial Envelope by the Seller and the annual Disney Financial Envelope by the Purchaser (the Investment Report). The Investment Report shall be certified by an independent auditor, with a copy provided to the Seller promptly following its preparation. 8.3 From Completion the Purchaser undertakes to the Seller that the Purchaser shall, for a period of 15 years from the date of Completion: (a) maintain the corporate governance structure of the Company described in the first sentence of section 3.1(i) of the Undertakings; (b) ensure that the articles of association of the Company provide that the Company may not make any subsequent amendments to the Sky News Editorial Guidelines (as defined in the Undertakings) without the prior approval of Ofcom; and (c) not cause, or attempt to cause, the Company to act in breach of its articles of association. 8.4 From Completion the Purchaser undertakes to the Seller (for itself and on behalf of each other member of the Seller’s Group and their respective directors, officers, employees and agents) that the Purchaser will indemnify on an after-Tax basis on demand and hold harmless each member of the Seller’s Group and their respective directors, officers, employees and agents against and in respect of any and all Assumed Liabilities.