SELLER’S UNDERTAKING Sample Clauses

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. 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. 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. The Seller undertakes to: (a) maintain its participation, and each Transfer MPF Employee Member’s participation, in the Seller’s MPF Scheme until the Completion and not to amend the provisions of the Seller’s MPF Scheme between the date of this Agreement and the Completion, other than with the prior written consent of the Purchaser; (b) not to increase the salaries of the Transfer MPF Employee Members between the date of this Agreement and the Completion, other than with the prior written consent of the Purchaser; (c) not to exercise any power or discretion of the Seller under the Seller’s MPF Scheme Documentation between the date of this Agreement and the Completion, other than with the prior written consent of the Purchaser; (d) to procure the trustees of the Seller’s MPF Scheme to calculate and effect the transfer of the MPF Transfer Amount from the Seller’s MPF Scheme to the Purchaser’s Scheme, provided that in all cases the MPF Transfer Amount shall be an amount not less than the entire balance (comprising benefits attributable to contributions from the Seller and those from the Transfer MPF Employee Members, whether any portion of such benefits are vested or not in the Transfer MPF Employee Members) as at the Pension Transfer Date under the Seller’s MPF Scheme as if a payment event under the Seller’s MPF Scheme’s constitutive documentation had occurred in respect of each Transferring MPF Member on the Pension Transfer Date; and (e) to procure the prior written consent of the Transfer MPF Employee Members where necessary to effect the transfer of the MPF Transfer Amount from the Seller’s MPF Scheme to the Purchaser’s MPF Scheme on the Pension Transfer Date in such manner as the Seller and the Purchaser, in consultation with the trustees of the Seller’s MPF Scheme and the trustees of the Purchaser’s Scheme may agree.

SELLER’S UNDERTAKING. The Seller undertakes to the Buyer that, following Completion it will not make any claim against any Target Group Company or any director, employee, consultant or adviser of any Target Group Company who it may have consulted or relied on before agreeing to any term of this agreement or authorising any statement in the Disclosure Letter or any of the other Due Diligence Documents.

SELLER’S UNDERTAKING. 12.1 For the purpose of assuring to the Buyer the full benefit of the Business the Sellers agree with and undertake to the Buyer that: 12.1.1 during the period of 3 years from the Completion Date, none of the Sellers nor any members of the Seller’s Group shall either on its own account or in conjunction with or on behalf of any person, firm or company and whether directly or indirectly; (a) (other than as holder of shares or debentures listed on the London Stock Exchange and representing not more than a 5% interest in any one company) carry on or be engaged, concerned or interested in any capacity in any business similar to or competitive or likely to be competitive with the Business, including any business of developing, manufacturing, selling and otherwise dealing in any products which are similar to or have the same or substantially the same end uses as the Products and/or any business of maintaining or servicing or otherwise providing any service which is similar to or has the same or are substantially similar to the Services; (b) canvass or solicit orders for any goods or services competing with or similar to the Products and/or the Services from any person, firm or company who or which at or within the term of two years prior to the Completion Date is or was a customer or client of a Seller in the course of the Business; (c) other than by way of a bona fide recruitment campaign, solicit or entice away from the employment of the Buyer any office, manager or other employee employed in connection with the Business at the Completion Date who had access to any information in respect of or comprised in the Business Intellectual Property Rights or any Business Information or who would be able to exploit the connections of the Business (and whether or not that person would commit a breach of his contract by employment or terms of engagement by reason of his leaving service). 12.2 The Sellers shall procure that any company, which shall be from time to time be a member of the Seller’s Group, shall at all times comply with each of the restrictions in Clause 12.1 for so long as those restrictions shall subsist. 12.3 The Sellers acknowledges that the restrictions contained in this Clause 12 are fair and reasonable restrictions having regard to the acquisition by the Buyer of the Goodwill and other Assets. In the event that the restrictions shall be found to be void but would be valid if some part of it were deleted or the area of operation or the period of applic...

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...

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.