SELLER’S UNDERTAKING. (a) The Sellers hereby undertake to vote all of the Tefron shares held or otherwise controlled by them in favor of the approval by the General Meeting of Shareholders of Tefron of the Tefron Purchase Agreement and the transactions contemplated therein.
(b) Arwol undertakes that if, under any applicable law, Macpell shall be required to convene a General Meeting of Shareholders for the purpose of approving the transactions contemplated herein, it shall vote(or cause the trustee to vote) all of the Macpell shares held or otherwise controlled by it in the General Meeting of Shareholders of Macpell in favor of the approval of such transactions, to the extent within its control.
SELLER’S UNDERTAKING. 2.1 The Seller undertakes to provide the maintenance services in respect of the equipment upon the terms and conditions of this agreement. This is in line with the terms of clause 3 in consideration of the customer’s payment for the annual service charge.
SELLER’S UNDERTAKING. 14.1 The Seller undertakes that the production, the Seller's documents, the execution and the completed Goods will be in accordance with:
a) The Applicable Law as of the Signature Date;
b) Good Industry Practice as of the Signature Date; and
c) The documents forming the Contract, as altered or modified by variations as agreed in writing between the Parties.
SELLER’S UNDERTAKING. Seller agrees to take such action and to -------------------- execute and attest such documents, assignments, transfers or other writings or instruments as may be necessary, proper or required by law to evidence the assignment made herein.
SELLER’S UNDERTAKING. For a period of two years commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Target Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Target Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any actual or prospective client, customer, supplier or licensor of the Target Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Target Business after the Closing), or any other Person who has a material business relationship with the Target Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 5% or more of any class of securities of such Person.
SELLER’S UNDERTAKING. In the event that:
8.5.1 the sale of any asset by (i) Swissco Limited within two years prior to the commencement of its liquidation; or (ii) Cresset Limited within two years prior to the date of this Agreement, is voided by a court of competent jurisdiction; or
8.5.2 any of the proceeds of a sale referred to in Clause 8.5.1 paid over to a Group Company are ordered to be returned or paid over by such Group Company to Swissco Limited or a party which is not a Group Company by a court of competent jurisdiction; or
8.5.3 a pooling or contribution order is made by a court of competent jurisdiction for Swissco Limited to be wound up together with Cresset Limited and/or Swissco Manufacturing Limited, the Sellers hereby undertake to indemnify the Purchaser for an amount not exceeding EUR 3 million in the aggregate against any Losses incurred by the Group as a whole arising from the events set out in Clauses 8.5.1 and/or 8.5.2 and/or 8.5.3 and the Purchaser shall have the benefit of this indemnity in this Clause 8.5 for itself and as trustee for the Group as a whole.
SELLER’S UNDERTAKING. 14.1.1 By using the Platform and/ or Services, the Seller undertakes, represents and warrants that it will:
(a) comply with all applicable laws, treaties, ordinances, codes and regulations;
(b) comply with all terms and conditions of this Agreement and the Policies;
(c) be responsible and pay all taxes, duties, fees and other charges arising out of or associated with the Order, the Seller’s Amount or in any other way owed by Seller under this Agreement;
(d) will issue a valid invoice to the Buyer, if required by the laws of applicable jurisdictions;
(e) obtain all necessary rights, licences, permits or approvals required for the offer, advertising and sale of the Products on or through the Platform prior to their listing and will provide copies of these documents to Mecan, at Mecan’s request;
(f) ensure that any information provided under this Agreement, including the Contents for listing of the Products, is up to date, accurate, complete and is not misleading;
(g) subject to Clause 7.1 (
SELLER’S UNDERTAKING. Subject to Section 5.3(d) below, the Sellers undertake, severally but not jointly (conjointement mais non solidairement), to indemnify (each an “Indemnitor” and collectively, the “Indemnitors”) the Purchaser or the Company, as applicable, by way of reduction in the Price (including by way of offset of any Contingent Payments in accordance with Section 5.6) or, and if the Purchaser in its absolute discretion so wishes, by making good and holding harmless the Company for the full amount of any damage, loss, liability or expense of any kind, including reasonable legal and court fees and settlement amounts (“Damage”) which results from (i) any inaccuracy, error or omission in the Representations and Warranties set forth in Section 4 having its origin or cause in an event, fact or transaction prior to the Closing Date or (ii) any failure of the Sellers to perform their obligations hereunder (a “Claim”), in each case subject to Section 5.3.
SELLER’S UNDERTAKING. The Sellers undertake to the Purchaser that other than with the prior written consent of the Purchaser (email form being sufficient):
SELLER’S UNDERTAKING. (i) Seller hereby undertakes to cause to be completed the physical improvements, including, without limitation, the installation of up to six (6) monitoring wells if required by Idaho DEX (xxe "Physical Improvements") and other recommendations identified in paragraph 4 of that certain letter dated September 12, 21- 2000 from Idaho DEQ (the "DEQ Letter") regarding Permit LA-000084-03 (the "DEQ Permit") no later than June 30, 2001. If Seller has not caused the Physical Improvements and such other recommendations to be completed on or before June 30, 2001, or immediately in the event of an emergency, including, without limitation, the threat of the Idaho DEQ canceling the DEQ Permit ("Emergency"), Buyer may cause the Physical Improvements or such other recommendations to be completed and may withdraw the money in the Physical Improvements Fund and apply the proceeds of such fund to the cost of the Physical Improvements and such other recommendations. Seller further undertakes to cooperate with Buyer to cause Gary Seamons, the operator (txx "Xxxrator") of the land subject of the Permit, to comply with his obligations under the Whey Transport and Disposal Agreement (included in Schedule 4.10) and with the recommendations set forth in paragraph 4 of the DEQ Letter. Notwithstanding the foregoing, Seller specifically does not assume any of the management or reporting obligations or responsibilities of Buyer (as opposed to requirements under paragraph 4 of the DEQ Letter to perform installations or physical work or improvements to effectuate such management or reporting obligations or responsibilities) which may arise from and after the Closing as the holder of the DEQ Permit (such obligations or responsibilities hereinafter the "Excluded Obligations").
(ii) Seller shall indemnify and hold harmless Buyer, its Affiliates, and their respective officers, directors, employees, agents, consultants, representatives and successors from and against any Losses which Buyer may sustain or incur which arise out of or result from any matters described in the DEQ Letter; provided, however, that Seller shall not be required to indemnify Buyer from any Losses which Buyer may sustain or incur which arise out of Buyer's action or inaction with respect to the Excluded Obligations.
(iii) On or prior to June 30, 2000, (x) Seller shall obtain a letter from Idaho DEQ confirming that the recommendations identified in paragraph 4 of the DEQ Letter (other than the Excluded Obligations) have...
