Special Undertaking Sample Clauses

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. (b) The Employee further agrees that any and all notes and records kept or made in connection with his or her employment or in relation to any such inventions, discoveries and improvements, whether made or conceived in the regular performance of employment or otherwise, shall be and are the sole and exclusive property of the Company; and the Employee further agrees that upon leaving the employment of the Company, he or she will place all such notes and records in the Company's possession, and will not take with him, without the consent of the Company's Board of Directors, any notes and records relating to or connected with the business, work or investigations of the Company, its affiliates and subsidiaries, or any of them, including drawings, blueprints or other reproduction. (c) The Employee further agrees that any secret apparatus, secret equipment, secret formula, secret method or process of the Company, whether or not developed by the Employee, will not be disclosed to any third party or used by the Employee except in connection with his duties to the Company or unless the Employee shall first secure the consent of the Company's Board of Directors, either during his or her employment or after his or her employment by the Company shall have terminated.
Sample 1
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Special Undertaking. The Controlling Entities hereby agree that they, and each of them, shall be and become liable for: (a) The Loan, if and to the extent such Controlling Entity is the subject of or the cause of any of the Events of Default specified in Section 6.1(f) hereof which shall have the effect of limiting the right of Holder to realize upon any of the Loan Documents, Collateral and/or any instrument executed by any of the Controlling Entities, provided that the aggregate liability of the Controlling Entities pursuant to this Subsection (a) shall be limited to $5,000,000; and (b) Application as provided herein of all Net Operating Income from and after the occurrence of any Incipient Default and so long as any such Incipient Default (or Event of Default resulting therefrom) shall continue; provided that Controlling Entities shall have no liability hereunder for application of any part of the Gross Revenues made pursuant to court order; and on the Closing Date, each Controlling Entity shall deliver to Holder such instruments as Holder may require to confirm the foregoing agreements.
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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
Special Undertaking. The Controlling Entities hereby agree that they, and each of them, shall be and become liable for: (a) The Loan, if and to the extent such Controlling Entity is the subject of or the cause of any of the Events of Default specified in Section 6.1(f) hereof which shall have the effect of limiting the right of Holder to realize upon any of the Loan Documents, Collateral and/or any instrument executed by any of the Controlling Entities, provided that the aggregate liability of the Controlling Entities pursuant to this Subsection (a) and Subsection 5.6(a) of the CTLLC Loan Agreement shall be limited to $5,000,000; and (b) Application as provided herein of all Net Operating Income from and after the occurrence of any Incipient Default and so long as any such Incipient Default (or Event of Default resulting therefrom) shall continue; provided that Controlling Entities shall have no liability hereunder for application of any part of the Gross Revenues made pursuant to court order; and on the Closing Date, each Controlling Entity shall deliver to Holder such instruments as Holder may require to confirm the foregoing agreements.
Sample 1
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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.
Sample 1

Related to Special Undertaking

  • Additional Undertakings Pledgor will not, without the prior written consent of Pledgee: (a) enter into any agreement amending, supplementing or waiving any provision of any Pledged Interests (including any Organizational Documents or regulations to which such Pledged Interests relate) or compromising or releasing or extending the time for payment of any obligation of the maker thereof, provided that the foregoing shall not be deemed to prohibit any amendment to an Organizational Documents which would not result in impairment of any Collateral or which would not have a material adverse effect; (b) take or omit to take any action the taking or the omission of which would result in any impairment or alteration of (i) any obligation in respect of any Pledged Interests constituting Collateral or (ii) any other instrument constituting Collateral; (c) cause or permit any change to be made in its name, identity, corporate structure or state of incorporation or formation, or any change to be made to a jurisdiction other than as represented in (i) the location of any Collateral, (ii) the location of any records concerning any Collateral or (iii) in the location of its place of business (or, if it has more than one place of business, its chief executive office), unless Pledgor shall have notified Pledgee of such change at least 5 business days prior to the effective date of such change, and shall have first taken all action, if any, reasonably required by Pledgee for the purpose of further perfecting or protecting the security interest in favor of Pledgee in the Collateral; (d) permit the issuance of (i) any additional stock, membership, partnership or other equity interests or units of any class of additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof), (ii) any securities convertible voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or exchangeable for, any additional stock, membership, partnership or other equity interests or units of any Pledged Interests Issuer (unless immediately upon such issuance the same are pledged and delivered to Pledgee pursuant to the terms hereof) or (iii) any warrants, options, contracts or other commitments entitling any Person to purchase or otherwise acquire any such interests or units; or (e) enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any Pledged Interests, except as contained in the Organizational Documents in effect as of the date hereof, or restrictions on transfers imposed by federal and state securities laws.

  • 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.

  • Principal Underwriter The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting contract or contracts providing for the sale of Shares for any one or more of its Series or Classes or other securities to be issued by the Trust, including a contract whereby the Trust may either agree to sell Shares or other securities to the other party to the contract or appoint such other party its sales agent for such Shares or other securities. In either case, the contract may also provide for the repurchase or sale of Shares or other securities by such other party as principal or as agent of the Trust.

  • 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.

  • 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.

  • Optionee Undertaking The Optionee agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Optionee pursuant to the express provisions of this Option Agreement.

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 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.

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