Specific Undertaking for Operation Sample Clauses

Specific Undertaking for Operation. Without prejudice to the generality of Section 4.1 but except as contemplated in Schedule 4.1 or elsewhere in this Agreement or as otherwise approved by the Purchaser or Checkpoint in writing, during the period from the date hereof to the Closing, TAF and the Seller jointly and severally undertake: (a) that no contract or commitment shall be entered into, amended, terminated or modified by the Seller except for those to be entered into in the ordinary course of its business; (b) that the Seller shall not borrow any additional funds other than as required in the ordinary course of its business or provide any guarantee or incur or assume any contingent liabilities; (c) that the Seller shall not waive, or agree to waive, any claims or rights; (d) that the Seller shall not (i) sell, assign, transfer, pledge or otherwise dispose of any business or asset other than an individual asset with a value of less than 100,000 yen or (ii) purchase, lease or otherwise acquire any business or asset other than an individual asset with a value of less than 100,000 yen, or enter into an agreement to that effect; (e) that the Seller shall not increase, or agree to increase, the rates of compensation (including bonuses) payable or to become payable to any director, statutory auditor, officer, employee, agent, independent contractor or consultant, or accelerate, or agree to accelerate, the rate at which any such compensation is paid, or modify any other employment terms and conditions, or enter into any collective bargaining agreement or any agreement with any labor union; (f) that the Seller shall not change accounting methods, principles or practices; (g) that the Seller shall not change its internal rules, credit and policies (or any application of any such rules or policies to the operation thereof); and (h) to give the Purchaser prompt notice of any default by any party under a Material Contract and any event which might have a material adverse effect on the business or financial condition of TAF or the Seller.
Sample 1
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