Several Undertakings Sample Clauses

Several Undertakings. Nothing contained herein, in any other Forward Purchase Agreement or Subscription Agreement, or in the Business Combination Agreement, and no action taken by Counterparty, any Purchaser, any other investor or the Company pursuant hereto or thereto, shall be deemed to constitute any of Counterparty, any other Purchaser, the other investors, or the Company as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Counterparty, any Purchaser, the other investors or the Company are in any way acting in concert or as a group (including any group acting for the purpose of acquiring, holding or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Exchange Act)) with respect to such obligations or the transactions contemplated by this Agreement, any other Forward Purchase Agreement or Subscription Agreement, or the Business Combination Agreement.
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Several Undertakings. For the avoidance of doubt, the obligations of each of the Parties under this Agreement are entered into on a several basis and no claim may be made against any Party in respect of the performance of any obligations under, or any breach of, this Agreement by any other Party.
Sample 1
Several Undertakings. The undertakings of each Holder under this Agreement shall be several and not joint.
Sample 1
Several Undertakings. Except as otherwise provided in this Deed, the obligations of each of the Sellers under this Deed are entered into on a several basis and no claim may be made against any Seller in respect of the performance of any obligations under, or any breach of, this Deed by any other Seller.
Sample 1
Several Undertakings. Nothing contained herein, in any Other Subscription Agreement or in the Business Combination Agreement, and no action taken by the Purchaser, any other investor or the Company pursuant hereto or thereto, shall be deemed to constitute the Purchaser, the other investors or the Company as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchaser, the other investors or the Company are in any way acting in concert or as a group (including any group acting for the purpose of acquiring, holding or disposing of equity securities of the Company (within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended)) with respect to such obligations or the transactions contemplated by this Agreement, the Other Subscription Agreements or the Business Combination Agreement.
Sample 1
Several Undertakings. The obligations of each of the Sellers under this Agreement are entered into on a several basis and no claim may be made against a Seller in respect of the performance of any obligations under, or any breach of, this Agreement by the other Seller.
Sample 1

Related to Several Undertakings

  • GENERAL UNDERTAKINGS The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Additional Undertakings The Pledgor will not, without the prior written consent of the Collateral Agent:

  • Financial Undertakings The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent required to protect the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.

  • Additional Undertaking As a separate, additional and continuing obligation, the Borrower unconditionally and irrevocably undertakes and agrees, for the benefit of the Benefited Creditors that, should any Borrower Guaranteed Obligations not be recoverable from the Borrower under Section 10.01 for any reason whatsoever (including, without limitation, by reason of any provision of any Loan Document or any other agreement or instrument executed in connection therewith being or becoming void, unenforceable, or otherwise invalid under any applicable law) then, notwithstanding any notice or knowledge thereof by any Lender, the Administrative Agent, any of their respective Affiliates, or any other person, at any time, the Borrower as sole, original and independent obligor, upon demand by the Administrative Agent, will make payment to the Administrative Agent, for the account of the Benefited Creditors, of all such obligations not so recoverable by way of full indemnity, in such currency and otherwise in such manner as is provided in the Loan Documents or any other applicable agreement or instrument.

  • Additional Understandings You agree, for yourself and others acting on your behalf, that you (and they) have not disparaged and will not disparage, make negative statements about, or act in any manner which is intended to or does damage to the good will of, or the business or personal reputations of the Company or any of its incumbent officers, directors, agents, consultants, employees, successors and assigns or any of the Covered Parties. The Company agrees that, except as necessary to comply with applicable law or the rules of the New York Stock Exchange or any other stock exchange on which the Company’s stock may be traded (and any public statements made in good faith by the Company in connection therewith), it and its corporate officers and directors, employees in its public relations department or third party public relations representatives retained by the Company will not disparage you or make negative statements in the press or other media which are damaging to your business or personal reputation. In the event that the Company so disparages you or makes such negative statements, then notwithstanding the “Additional Understandings” provision to the contrary, you may make a proportional response thereto. In addition, you agree that the Company is the owner of all rights, title and interest in and to all documents, tapes, videos, designs, plans, formulas, models, processes, computer programs, inventions (whether patentable or not), schematics, music, lyrics and other technical, business, financial, advertising, sales, marketing, customer or product development plans, forecasts, strategies, information and materials (in any medium whatsoever) developed or prepared by you or with your cooperation in connection with your employment by the Company (the “Materials”). For purposes of clarity, Materials shall not include any music or lyrics written (in the past or in the future) by you, and shall not include any documents, tapes or videos that relate to such music or lyrics or the performance of such music or lyrics other than music or lyrics written in connection with your employment. The Company will have the sole and exclusive authority to use the Materials in any manner that it deems appropriate, in perpetuity, without additional payment to you. If requested by the Company, you agree to deliver to the Company upon the termination of your employment, or at any earlier time the Company may request, all memoranda, notes, plans, files, records, reports, and software and other documents and data (and copies thereof regardless of the form thereof (including electronic copies)) containing, reflecting or derived from Confidential Information or the Materials of the Company or any of its affiliates which you may then possess or have under your control. If so requested, you shall provide to the Company a signed statement confirming that you have fully complied with this Paragraph. Notwithstanding the foregoing, you shall be entitled to retain your contacts, calendars and personal diaries and any materials needed for your tax return preparation or related to your compensation.

  • Further Undertakings The Executive hereby undertakes to the Company that he will not at any time:

  • Corporate Undertakings The Company will not engage in any of the following activities without a prior evaluation and affirmative recommendation of Advisor, solely for the Company's benefit and not for the benefit of any third party:

  • Full Understanding Executive acknowledges that Executive has been afforded the opportunity to seek legal counsel, that Executive has carefully read and fully understands all of the provisions of this Agreement and that Executive, in consideration for the compensation set forth herein, is voluntarily entering into this Agreement.

  • Other Undertakings 1. The Recipient shall:

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