Special Undertaking Sample Clauses

Special Undertaking. The Controlling Entities hereby agree that they, and each of them, shall be and become liable for:
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Special Undertaking. The Special Procurement Commission, headed by the General Manager of the OdR and assisted by the project management unit in the OdR, shall be responsible for Project procurement in accordance with the provisions of this Agreement and the Project Implementation Manual.
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Special Undertaking. Investments which have been the subject of a special undertaking by one Contracting Party in respect of nationals and companies of the other Contracting Party shall, without prejudice to the provisions of this Agreement, be governed by the terms of that undertaking in so far as it contains provisions more favourable than those provided for in this Agreement.
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Special Undertaking. (a) Arinxxxx xxxeby assigns and agrees to assign to the Company, all inventions which he makes or conceives alone or jointly with others, during the period of Employment Period (including any periods of authorized leave of absence) which inventions relate to matter within the normal scope of Arinxxxx'x xxxies or field of responsibility or depend upon his knowledge of trade secrets or other information of a confidential nature belonging to the Company or which relate to tasks assigned to Arinxxxx xx the Company. Arinxxxx xxxees to disclose promptly and fully all such inventions to the Company and to assist the Company to obtain patents thereon in any or all countries where protection is needed. All such inventions shall be the property of the Company whether patented or not. If any application for Letters Patent for any inventions, discoveries and improvements are filed by Arinxxxx xxxing the period of one year after termination of Arinxxxx'x xxxloyment with the Company, the subject matter covered therein shall be conclusively presumed to have been conceived during employment by the Company.
Sample 1
Special Undertaking. (a) The Employee hereby assigns and agrees to assign to the Company, all inventions which he or she makes or conceives alone or jointly with others, while employed by the Company, which inventions relate to matter within the normal scope of the Employee's duties or field of responsibility or depend upon his or her knowledge of trade secrets or other information of a confidential nature belonging to the Company or which relate to tasks assigned to the Employee by the Company. The Employee agrees to disclose promptly and fully all such inventions to the Company and to assist the Company to obtain patents thereon in any or all countries where protection is needed. All such inventions shall be the property of the Company whether patented or not. If any application for Letters Patent for any inventions, discoveries and improvements are filed by the Employee during the period of one year after termination of the Employee's employment with the Company, the subject matter covered therein shall be conclusively presumed to have been conceived during employment by the Company.
Sample 1
Special Undertaking. You agree that during the Term, you shall refrain from any discussions, meetings or communications of any kind whatsoever with any other potential employer regarding prospective employment, including, but not limited to, an art auction house, art dealer or any other company, organization or entity in which you would perform similar duties and responsibilities to those you have performed at the Company, regarding prospective employment for yourself during the Term. You agree that during the Term you are knowingly and voluntarily foregoing the right to engage in such conduct in exchange for the consideration set forth herein, and you acknowledge the vital importance of this undertaking to the Company.
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Special Undertaking. In exchange for the compensation arrangements in Paragraph 3, and in order to preserve stability and to assure your continued employment during this period of uncertainty for the Company, and because it is essential that during this period that you focus on your job duties for the Company, you agree the termination of this Agreement if earlier than June 30, 2006 or until December 31, 2005 if the Company does not offer to renew this Agreement in accordance with Paragraph 12 (for purposes of this Paragraph 4, the “Term”), to refrain from any substantive discussions, meetings or communications of any kind whatsoever with any other potential employer regarding prospective employment, including, but not limited to, an art auction house, art dealer or any other company, organization or entity in which you would perform similar duties and responsibilities to those you have performed at Sotheby’s, regarding prospective employment for yourself during the Term. You agree that for the Term you are knowingly and voluntarily foregoing the right to engage in such conduct in exchange for the consideration set forth herein, and you acknowledge the vital importance of this undertaking to the Company during the Term.
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Special Undertaking. The Employee hereby confirms that he/she has no special professional obliga­ tions vis-à-vis a former employer. The employee further confirms that he/she has fulfilled all legal obligations vis-à-vis former employers, particularly that there is no obligation concerning a non-compete clause.
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Related to Special Undertaking

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

  • 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.

  • 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 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.

  • Acknowledgement of Full Understanding THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.

  • Default of One or More of the Several Underwriters If, on the First Closing Date or any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 11. Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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