Seller Undertaking Sample Clauses

Seller Undertaking. 16.1 The Sellers shall use all reasonable endeavours to provide, shall use all reasonable endeavours to procure that each member of the Sellers’ Group provides, and shall use all reasonable endeavours to cause their officers, directors, employees, agents and advisers (including independent auditors) and those of each other member of the Sellers’ Group to provide, such reasonable cooperation as may be requested by the Buyers as follows: (a) From the date of this Agreement to the date on which Warner Music Group Corp or one of its Affiliates collectively (“WMG”) files with the U.S. Securities and Exchange Commission (the “SEC”) a quarterly report on Form 10-Q (or, in the case of the fourth fiscal quarter of WMG, an annual report on Form 10-K) covering the fiscal quarter in which WMG files a report under the Securities Exchange Act of 1934 of the United States, as amended (the “1934 Act”) that includes the financial statements and pro forma information required to be filed by WMG with the SEC pursuant to the 1934 Act, assistance in connection with the preparation, submission and finalisation, as applicable, of: (i) audited financial statements of the Completion Statement Group for each of the fiscal years ended March 31, 2011 and March 31, 2012, and for the nine month period ended December 31, 2012, in each case prepared: (A) (x) in compliance in all material respects with Regulation S-X under the Securities Act of 1933 of the United States, as amended (the “1933 Act”) or (y) in accordance with any consent of or other applicable regulatory relief granted by the Office of Chief Accountant of the U.S. Securities and Exchange Commission (the “OCA Relief”), and (B) in accordance with one or more bodies of accounting principles acceptable to the U.S. Securities and Exchange Commission and accompanied by the audit opinion of the Completion Statement Group’s independent auditors, which audit opinion shall have been issued without any “going concern” or like qualification or exception, and without any other qualification or exception as to the scope of such audit other than such qualification or exception which (x) is the subject of, or expressly permitted by, the OCA Relief and (y) would not reasonably be expected to materially and adversely affect the terms of, or materially impair the consummation of, the Debt Financing; (ii) unaudited financial statements of the Completion Statement Group for each subsequent completed fiscal quarter after December 31, 2012 ended ...
Sample 1
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Seller Undertaking. 1.1 I/We, , being duly authorised to act on behalf of the business/property, xxxxxx xxxxx the undersigned King Business Group (Pty) Ltd t/a Business Traders (hereinafter referred to as “the Brokerage ”) an Open Mandate to procure a willing and able Purchaser for the business/property known as for the purchase price of R ( ) excluding stock and excluding VAT (where applicable) or such other price mutually agreed upon between the Purchaser and me/us. 1.2 The duration of this Open Mandate will be for a period of 6_ (_SIX_) months and will run from midnight on _ both dates inclusive. to midnight on 1.3 In the event of any sale of the said business/property or part thereof occurring prior to the expiration of this Open Mandate, by a buyer introduced by Business Traders, or in the further event of a sale of the business/property taking place after this Open Mandate has expired, to a buyer introduced by Business Traders during the period of the Mandate, then in either event: 1.3.1 Upon the successful conclusion of the sale, I/we undertake to pay the brokering “the Brokerage” 10% (_TEN_) percent commission (plus VAT) with a minimum fee of R75,000 plus Vat thereon of the final purchase price, due and payable once all suspensive conditions have been met and by no later than close of business on the “effective date”. 1.4 If the business/property is sold after termination of this Mandate to anyone with whom I/we have had any negotiations, or any person introduced during the currency hereof by “the Brokerage” before/on such termination, “the Brokerage ” shall be entitled to the commission as agreed in 1.3.1 above. 1.5 Should the introduction of any buyer lead to a second or third business transaction between the buyer and myself within 18 months of introduction or the first transaction being closed under this Mandate, I undertake to pay the Brokerage ’s commission in accordance with the structure as set out in this Mandate. 1.6 The commission shall be calculated on the total purchase price of the business/property and assets, which includes stock, goodwill, equipment, furniture and fittings, inclusive of leases and HP on plant, equipment or vehicles, the total value of such liabilities being deemed to be part of the selling price for the purpose of calculating the commission payable. 1.7 All amounts envisaged herein will be paid by me to the “the Brokerage” by bank transfer to the bank account nominated to me by the “the Brokerage”, which transfer of funds shall be cle...
Sample 1
Seller Undertaking. (a) Pursuant to MI 51-105 a subsequent trade in the Securities in or from any province in Canada will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation unless certain conditions are met, which conditions include, among others, a requirement that any certificate representing the Securities (or ownership statement issued under a direct registration system or other book entry system) bear the restrictive legend (the “51-105 Legend”) specified in MI 51-105. (b) The Seller undertakes not to trade or resell any of the Securities in or from any provinces subject to MI 51-105. The Seller understands and agrees that the Purchaser and others will rely upon the truth and accuracy of these representations and warranties and agrees that if such representations and warranties are no longer accurate or have been breached, the Seller will immediately notify the Purchaser. (c) By executing and delivering this Agreement and as a consequence of the representations and warranties made by the Seller in this section, the Seller will have directed the Purchaser not to include the 51-105 Legend on any certificates representing the Securities to be issued to the Seller. As a consequence, the Seller will not be able to rely on the resale provisions of MI 51-105, and any subsequent trade in any of the Securities in or from the provinces subject to MI 51-105 will be a distribution subject to the prospectus and registration requirements of MI 51-105. (d) If the Seller wishes to trade or resell any of the Securities in or from a province subject to MI 51-105, the Seller agrees and undertakes to return, prior to any such trade or resale, any certificate representing the Securities to the Purchaser’s transfer agent to have the 51-105 Legend imprinted on such certificate or to instruct the Purchaser’s transfer agent to include the 51-105 Legend on any ownership statement issued under a direct registration system or other book entry system.
Sample 1
Seller Undertaking. The Seller undertakes that as soon as reasonably practicable following the date of this Agreement and prior to Closing it shall: 5.3.1 procure that the Company offers employment to Xxxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Kouji Yamamoto, Xxxxxx Xxxxx and Shu Eimei (the “Employees”) on substantially the same terms and conditions of employment as those which they currently enjoy under their existing employment contracts with BearingPoint, Inc. which employment contracts with BearingPoint, Inc. shall be terminated upon entry by the Employees into employment contracts with the Company. The Purchaser acknowledges and agrees that the Company shall be responsible for all accrued obligations (including remuneration, pension entitlements and other benefits) of BearingPoint, Inc. as employer of the Employees regardless of whether or not the Employees accept employment with the Company. 5.3.2 in co-operation with the Purchaser use Commercially Reasonable Endeavours to seek any necessary waivers required from counter-parties under change of control provisions included in the following agreements entered into by the Company: (i) Office Lease Agreement dated 22 September 2007 between the Company and Daibiru Kabushiki Kaisha; (ii) Business Solution Provider Agreement dated 26 November 2007 and effective as of 1 October 2007 between the Company and SAP Japan Kabushiki Kaisha; (iii) Agreement on Sales Cooperation dated 1 December 2007 between the Company and SAP Japan Kabushiki Kaisha; (iv) Local Country Addendum to the Oracle Partnernetwork Full Use Program Distribution Agreement dated 23 February 2009 between the Company and Oracle Corporation Japan. 5.3.3 offer nominal consideration to the employees, directors, consultants and officers of the Company to cancel all notional entitlements which they may hold in relation to restricted stock, performance stock and retention bonuses pursuant to incentive plans with BearingPoint, Inc. or any other member of the Seller’s Group.
Sample 1
Seller Undertaking. Whenever this Agreement requires any Seller Party (including any Asset Seller, Share Seller or any other Affiliate of Seller) to take any action, where applicable or necessary to give effect to the obligations of such Seller Party under this Agreement and the performance thereof (including the consummation of the Internal Reorganization), such requirement shall be deemed to include an undertaking on the part of Seller to take such action or to cause such action to be taken.
Sample 1
Seller Undertaking. The Sellers shall, immediately following the Closing Date and for two years thereafter (the “Undertaking Duration”), vote all securities of the Company beneficially owned by them in favor of the approval of an appointment of any nominee of the Purchaser to the Board of Directors of the Company such that the Purchaser shall, during the Undertaking Duration, have no less than one nominee appointed to the Board of Directors of the Company.
Sample 1
Seller Undertaking. The Seller shall use its commercially reasonable efforts to facilitate the consummation of the IPO. The Seller shall take all actions (including, without limitation, obtaining all routine or administrative actions and Authorizations under Article III) necessary or appropriate to consummate the transactions contemplated under this Agreement.
Sample 1
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Seller Undertaking. The Buyer shall not be required to make any payment pursuant to paragraph 10.1 unless the Seller enters into a binding irrevocable undertaking not to nor procure any member of the Retained Group to seek to recover any amount from the Company in respect of the Actual Taxation Liability in question pursuant to section 767B ICTA.
Sample 1

Related to Seller Undertaking

  • 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.

  • Contractor’s Representations and Warranties Contractor represents and warrants that neither the execution of this Agreement by Contractor, nor the acts contemplated hereby, nor compliance by Contractor with any provisions hereof will: a) Violate any provision of the charter documents of Contractor; b) Violate any laws, rules, regulations, or any judgment, decree, order, regulation or rule of any court or governmental authority applicable to Contractor; or c) Violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any person under, any agreement to which Contractor may be bound, the occurrence of which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities, or condition (financial or otherwise) of Contractor.

  • Client Representations and Warranties 10.1 You, the Client, represent and warrant that as at the date of these Account Terms and at all times during these Account Terms: if you are a legal entity other than a natural person, the Client is duly organised and validly existing (or, if a natural person, you are of legal age to make binding agreements and are not under a legal disability or incapacity which would make these Account Terms unenforceable or invalid) and you have full power and authority to enter into, and has taken all necessary steps to enable it lawfully to enter into, these Account Terms and the Transactions and obligations under it; the person executing (for the Client) the application for an agreement on these Account Terms has full power and authority to execute these Account Terms on behalf of the Client, and bind the entity (whether a natural person, company, partnership or otherwise); these Account Terms constitutes a legal, valid and binding obligation of the Client; if the Client is more than one person they will each be jointly (that is, together) and severally (that is, individually fully) liable under these Account Terms; if the Client is a corporation, you have been and remain duly formed under the laws of the place of its incorporation and has power and authority to deal in the Admiral Products offered by Admiral, and the person executing the Application Form on these Account Terms has full power and authority to execute (for the Client) the application for an agreement on these Account Terms; if the Client is one or more persons acting as a partnership in relation to these Account Terms, the Client and each other partner has power and authority to deal in Transactions and to be bound by these Account Terms, and the person executing the Application Form on these Account Terms has full power and authority to execute these Account Terms on behalf of all of the partners; if the Client is a Trustee, the trust deed specifically empowers and authorises dealings in the Admiral Products covered by these Account Terms, and such dealings are within the authorised ambit of the Trust’s investment strategy; if the Client is comprised of two or more persons (that is, holding a joint Account), that all such decisions made, and instructions issued, pursuant to these Account Terms, are made on a fully informed and agreed basis by all the parties to the joint Account; a Client may be comprised of two or more persons. If the client is comprised of more than one person then the Account will be deemed to be held by the persons as joint tenants despite any actual or constructive notice to Admiral of any partnership or other agreement between the persons. The joint holding will be only be deemed not to be held as joint tenants if Admiral expressly agrees that in writing that the persons consisting the client hold the Account as tenants in common in equal shares or by a court determination of that it is not held as joint tenants; if the Client is an investment manager or a responsible entity, the investment management agreement or fund constitution specifically empowers and authorises dealings in the Admiral Products, by the Client and on behalf of their underlying clients or investors; and such dealings are within the authorised ambit of each underlying client’s investment strategy; it will enter into Transactions pursuant to the applicable investment management agreement as investment manager or responsible entity and not otherwise; (iii) it will only deal in Admiral Products when the funds or other assets under its control are sufficient to meet the obligations which arise in connection with such dealing; and if your appointment as investment manager or responsible entity is terminated, it is authorised to arrange for Closing Out of all Transactions entered into on behalf of the Client prior to the date of such termination as soon as possible; is not an employee or the close relative of an employee of any exchange participant; you have read these Account Terms and any product disclosure statement issued by Admiral in relation to the Admiral Products and Transactions relevant to the Account (including the disclosures of significant risks); you have considered your objectives and financial situation and you have had a reasonable opportunity to obtain appropriate independent advice prior to entering into these Account Terms, and has formed the opinion that dealing in the Admiral Products is suitable for your needs and purposes; the Client is willing and able, financially and otherwise, to assume the risk of trading in high risk investments, Transactions using Margin and all other Transactions covered by these Account Terms; all information supplied to Admiral by the Client is, or at the time it is supplied will be, accurate in all material respects and the Client will not omit or withhold any information which would make such information inaccurate in any material respect; you will rely upon your own knowledge and judgment and will seek such advice (financial or otherwise) as may be prudent before placing an Order with Admiral and you assume full responsibility for any Order placed with Admiral; you fully understand the relevant provisions of: the prohibition of false or misleading markets and other market manipulation as described in Applicable Laws and section 1041A of the Corporations Act; the prohibition of xxxxxxx xxxxxxx as described in section 1043A of the Corporations Act; the prohibition of false trading and market rigging as described in sections 1041B and 1041C of the Corporations Act; the prohibition of misleading and deceptive conduct described in section 1041H of the Corporations Act; and Applicable Laws and, to the extent your investing in Admiral Products have Underlying Reference Instruments which are governed by the Corporations Act, the conditions upon which short selling is permitted on the ASX and the disclosure obligations are imposed on short sellers. You will notify Admiral if you are funding your account using superannuation as that may impact your classification as a retail or wholesale client. You acknowledge to us that you have received or downloaded, and read and understood the TMD document and you agree that you are within the class of consumers described in our TMD.

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

  • Licensor’s Representations and Warranties Licensor hereby represents and warrants to Licensee that: It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; The execution and delivery of this Agreement by Licensor has been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against such party in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles; and The performing and mechanical reproduction rights to any musical works contained in each of the Included Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Included Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of an Included Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

  • Pledgor’s Representations and Warranties Each of the Pledgors respectively represents and warrants to the Pledgee as follows: 7.1 The Pledgors are PRC citizens with full legal capacity, having full civil rights and powers to execute this Agreement and assume the legal obligations in accordance with this Agreement. 7.2 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement that the Pledgors provided to the Pledgee prior to the effectiveness of this Agreement are true and accurate in all material respects as of the effectiveness of this Agreement. 7.3 All the reports, documents and information related to the Pledgors and all the matters required under this Agreement to be provided by the Pledgors to the Pledgee after the effectiveness of this Agreement will be true and valid in all material respects upon provision. 7.4 Upon the effectiveness of this Agreement, the Pledgors are the sole legal owners of the Pledged Equity Interest. There is no then pending disputes on the ownership of the Pledged Equity Interest. The Pledgors are entitled to dispose of the Pledged Equity Interest or any part thereof. 7.5 Except the security interest created over the Pledged Equity Interest under this Agreement and the rights created under the Transaction Documents, there are no other security interest or third party rights or any other encumbrance over the Pledged Equity Interest. 7.6 The Pledged Equity Interest can be legally pledged and transferred, and the Pledgors have full rights and powers to pledge the Pledged Equity Interest to the Pledgee in accordance with the provisions of this Agreement. 7.7 This Agreement, upon due execution by the Pledgors, constitutes the lawful, valid and binding obligations of the Pledgors after the signing of this Agreement. 7.8 Any third party approvals, permits, waivers and authorizations, any approvals, permits and waivers of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required), which is required with respect to the execution and performance of this Agreement and the Equity Pledge under this Agreement, have been obtained or completed (subject to clause 2 of Article 2.2), and will be fully effective during the valid term of this Agreement. 7.9 Each Pledgor’s execution and performance of this Agreement does not violate or conflict with any laws applicable thereto, any agreement to which it is a party or by which its assets is bound, any court adjudication, any arbitration award or any decision of administrative authorities. 7.10 The pledge under this Agreement constitutes the security interest over the Pledged Equity Interest with the first priority. 7.11 Unless otherwise provided by Equity Interest Transfer Agreement, all taxes and expenses payable for obtainment of the Pledged Equity Interest have been paid by the Pledgors in full. 7.12 There is no pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any court or arbitration tribunal against the Pledgors or their property or the Pledged Equity Interest, nor is there any pending or, to the knowledge of the Pledgors, threatened lawsuit, legal proceeding or claim at any government agency or administrative authority against the Pledgors or their property or the Pledged Equity Interest, which will have material or adverse effect on the financial conditions of the Pledgors or their abilities to perform their obligations and security liabilities under this Agreement. 7.13 The Pledgors hereby undertake to the Pledgee that the above representations and warranties will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full.

  • The Company’s Representations and Warranties The Company represents and warrants to the Investor as follows:

  • Assignor’s Representations and Warranties Assignor does hereby represent and warrant that the Purchase Agreement and the General Terms Agreement are in full force and effect as to Assignor and are enforceable against Assignor in accordance with their respective terms. Assignor does hereby further represent and warrant that Assignor has, with the authorized execution of the Consent and Agreement and the Engine Consent and Agreement, (i) received all necessary consents to the assignment and transfer contemplated herein (including without limitation the assignment and transfer contemplated herein of Assignor's rights under the Purchase Agreement and the General Terms Agreement) and (ii) assuming that the Consent and Agreement and the Engine Consent and Agreement are in full force and effect, such consents are in full force and effect and Assignor further represents and warrants that Assignor has not assigned (except as assigned hereby) or pledged (except pursuant to the 737 Purchase Agreement Assignment dated as of November 27, 1996 between Lessee and Manufacturer, the Lien of which will have been released at or prior to the delivery of this Agreement), and hereby covenants that it will not during the Term assign (except as assigned hereby) or pledge so long as this Assignment shall remain in effect, the whole or any part of the rights hereby assigned or any of its rights with respect to the Aircraft under the Purchase Agreement or with respect to the Engines under the General Terms Agreement not assigned hereby to anyone other than Assignee.

  • Customer’s Representations and Warranties Upon Xxxxxx’s request from time to time, Customer will provide Seller with current financial information. Customer represents and warrants that any financial information provided to Seller will be true and correct in all material respects and shall fairly and accurately present the financial condition of Customer as of the date of such financial statements. Customer hereby authorizes Seller to review and evaluate Customer’s credit background from time to time.

  • BORROWER'S REPRESENTATIONS AND WARRANTIES Borrower represents and warrants that: (a) immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing; (b) Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; (c) the certificate of incorporation and by-laws of Borrower (collectively, “Organizational Documents”) delivered to Bank on or prior to the date hereof are true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect as of the date hereof, and Borrower shall promptly deliver to Bank any amendments, supplements, restatements or other modifications to such Organizational Documents; (d) the execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate action on the part of Borrower; (e) this Amendment has been duly executed and delivered by the Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights; and (f) as of the date hereof, Borrower has no defenses against the obligations to pay any amounts under the Obligations. Borrower acknowledges that Bank has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Amendment and in connection with the Loan Documents. Borrower understands and acknowledges that Bank is entering into this Amendment in reliance upon, and in partial consideration for, the above representations and warranties, and agrees that such reliance is reasonable and appropriate.

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