Seller’s General Obligations Sample Clauses

Seller’s General Obligations. Each Seller shall use all reasonable endeavours to procure that, pending Completion, subject to Clause 5.5 and save insofar as agreed in writing by the Purchaser (such agreement not to be unreasonably withheld or delayed): 5.1.1 subject to any restrictions imposed on the Group Companies pursuant to this Clause 5 or any other obligations with which the Purchaser has requested in writing that any Group Company comply, each Group Company will carry on its business (including the management and operation of Syndicate 1183) in all material respects in the ordinary and usual course and substantially consistent with its practice in the 12 months prior to Completion, provided that this shall not prohibit any action that is required to be taken in order to effect (in accordance with the terms of this Agreement) the transactions contemplated by this Agreement; 5.1.2 each Group Company shall not make or agree to make any payment other than normal course payments in the ordinary and usual course of business and consistent with past practice; 5.1.3 each Group Company shall manage its working capital and maintain its accounting records in the ordinary and usual course of business and in all material respects in a manner consistent with the 12 months ended 31 December 2006; 5.1.4 each Group Company will: (i) maintain in force all insurance policies normally kept in force by it for the benefit of it and/or the Group Companies (which, for the avoidance of doubt, does not include any inwards or outwards insurance or reinsurance contracts or any other insurance or reinsurance contracts entered into by Syndicate 1183 or Talbot 2002); (ii) will not amend any such insurance policies but, for the avoidance of doubt, the Company shall not be precluded from notifying its insurers about, and making such amendments to its directors and officers insurance cover as the directors of the Company (acting reasonably) may consider prudent in respect of, the Purchaser's forthcoming public offering of its securities or the transactions contemplated by this Agreement; (iii) will make all insurance claims under such policies in relation to itself and/or the Group Companies in accordance with the ordinary course of business and its previous practice of making such insurance claims; and (iv) will not settle any such claim below the amount claimed; 5.1.5 each Group Company shall operate materially in accordance with all regulatory requirements (including the Lloyd's Byelaws and the regulations of...
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Seller’s General Obligations. ‌ (a) Seller’s general obligation hereunder is to provide Buyer with the Project for the Purchase Price, completed in accordance with the terms of this Agreement. (b) The finished Work shall be complete in all respects. The intent of this Agreement, the Appendices, Exhibits and the Scope of Work is for Seller to provide to Buyer an engineered solution of first class workmanship in each and every respect. All hardware shall be manufactured, fabricated, assembled, finished and documented with workmanship of the highest quality throughout, and all of its components shall be new and suitable for the purposes specified. In addition, the solution shall be engineered, implemented, tested and documented in accordance with the Prudent Industry Practice and shall be suitable for the purpose specified.
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Seller’s General Obligations. The Seller shall, in accordance with the Contract, with due care and diligence carry out the Scope of Supply within the time limit(s) specified in the Schedule of Work, where applicable as extended in accordance with the Contract, and perform such other obligations as are specified in the Contract. The Seller shall, unless otherwise specified in the Contract, be responsible for design, manufacture or procurement, testing and commissioning of all parts of the Scope of Supply as prescribed in the Contract.
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Seller’s General Obligations. If at any time after Completion any Business Seller or any member of Winterthur Group receives any monies in respect of any Claim or Receivable then, if such Business Seller is Winterthur, Winterthur shall pay, and otherwise Winterthur shall procure that the relevant Business Seller shall pay to XL Insurance as soon as reasonably practicable and in any event within five Business Days of receipt thereof the amount recovered minus any cost of recovery and minus any Taxation payable by Winterthur or the relevant Business Seller which would not have arisen but for the receipt of such monies and minus any amount in respect of VAT included in the amount recovered to the extent that the relevant Business Seller will be required to account to a Taxation authority for such VAT.
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Seller’s General Obligations. The Seller undertakes to procure that from the date of this Agreement until Closing: 5.1.1 the Buyer and its agents will, upon reasonable notice, be allowed access to the employees and premises of the Seller and shall also be allowed access to, and to take copies of, the books and records of the Seller including, without limitation, the statutory books, minute books, licences, contracts, Intellectual Property and Contracts in the possession or control of the Seller subject always to the applicable protections of confidentiality set forth in Clause 14 hereof; 5.1.2 the Seller shall take all commercially reasonable efforts consistent with past practices to maintain the present status of its Purchased Assets and their validity; and 5.1.3 save only as may be necessary to give effect to this Agreement, the Seller shall not commit, voluntarily permit or procure any act or omission which would render any of the Warranties untrue, inaccurate or misleading in any respect upon Closing.
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Seller’s General Obligations. (a) If at any time after the Effective Date any Relevant Seller receives any monies in respect of any claim or in respect of any receivable relating to any of the Operations, then the Seller shall procure that the Relevant Seller shall pay to the Purchaser or Relevant Purchaser as soon as reasonably practicable the amount recovered. (b) Notwithstanding Closing, both parties shall execute such documents and do such acts and things as the other party may reasonably require for the purpose of giving it the full benefit of all the provisions of this Agreement.
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Seller’s General Obligations. The Seller undertakes to procure that from the date of this Agreement until Shares Transfer Closing: 5.1.1 ZML will carry on business in substantially the manner as it has been regularly conducted; and
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Related to Seller’s General Obligations

  • Your General Obligations 6.1 Full information You must give us any information we reasonably require for the purposes of this contract. The information must be correct, and you must not mislead or deceive us in relation to any information provided to us. 6.2 Updating information You must tell us promptly if information you have provided to us changes, including if your billing address changes or if your use of energy changes (for example, if you start running a business at the premises).

  • General Obligation Except as permitted by Clause 14.2, all Confidential Information shall be held confidential during and after the continuance of this contract and shall not be divulged in any way to any third party without the prior written approval of the other party.

  • General Obligations 1. Each Party shall apply its measures relating to the provisions of this Chapter in accordance with Article 116 (General Principles) and, in particular, shall expeditiously apply those measures so as to avoid unduly impairing or delaying trade in goods or services or conduct of investment activities under this Agreement. 2. Nothing in this Chapter shall be construed to prevent a Party from applying measures to regulate the entry of natural persons into, or their temporary stay in, its territory, including those measures necessary to protect the integrity of, and to ensure the orderly movement of natural persons across, its borders, provided that such measures are not applied in such a manner as to unduly impair or delay trade in goods or services or conduct of investment activities under this Agreement.

  • General Obligations of the Parties A. Recognition of Higher Education Partner, Promotion, Marketing, and Advertising 1) When reporting and publicizing high school students’ completion of dual credit courses, degrees, or certificates, Xxxxxxx ISD will recognize Collin College as their higher education partner awarding college credit. Both Parties agree not to use the other Party’s name, logo, or likeness in any press release, marketing materials, or other public announcements without receiving prior written approval from an authorized designee. B. Understanding of the Parties 1) Both parties understand the safety and security risks inherent with minors and agree that certain risks may be unforeseeable. Further, the Parties agree that the public safety departments from both Collin College and Xxxxxxx ISD will collaborate to develop and/or review safety and security standards and/or guidelines, including emergency response. 2) In accordance with FERPA, Collin College and Xxxxxxx ISD will protect students’ privacy and guard against the unauthorized release of identifying student information and records, and comply with all applicable requirements of FERPA.

  • Several Obligations No Lender shall be responsible for the failure of any other Lender to make a Loan or to perform any other obligation to be made or performed by such other Lender hereunder, and the failure of any Lender to make a Loan or to perform any other obligation to be made or performed by it hereunder shall not relieve the obligation of any other Lender to make any Loan or to perform any other obligation to be made or performed by such other Lender.

  • Several Obligations; Remedies Independent The failure of any Lender to make any Loan to be made by it on the date specified therefor shall not relieve any other Lender of its obligation to make its Loan on such date, but neither any Lender nor any Agent shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender, and (except as otherwise provided in Section 4.6 hereof) no Lender shall have any obligation to any Agent or any other Lender for the failure by such Lender to make any Loan required to be made by such Lender. The amounts payable by the Company at any time hereunder and under the Note to each Lender shall be a separate and independent debt and each Lender shall be entitled to protect and enforce its rights arising out of this Agreement and the Notes, and it shall not be necessary for any other Lender or any Agent to consent to, or be joined as an additional party in, any proceedings for such purposes.

  • Several Obligations; No Liability Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender (or Bank Product Provider) to fulfill its obligations to make credit available hereunder, nor to advance for such Lender (or Bank Product Provider) or on its behalf, nor to take any other action on behalf of such Lender (or Bank Product Provider) hereunder or in connection with the financing contemplated herein.

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

  • Several Obligations; Nonreliance; Violation of Law The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.

  • Several Obligations; Benefits of this Agreement The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.

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