SPONSOR'S UNDERTAKINGS Sample Clauses

SPONSOR'S UNDERTAKINGS. In consideration of the Lender having agreed to the Sponsor's request to grant to the Borrower the Facility, the Sponsor, hereby unconditionally and irrevocably, undertake to the Lender and to the Lender's successors and assigns that: i) The Sponsor shall, at all times till the Final Settlement Date, not dilute the Sponsor's stake in the Borrower below an aggregate of the percentage of the equity shareholding of the Borrower as specified in serial number 17 of the Schedule 1 hereto, without the prior written approval of the Lender. The Sponsor shall forthwith make an application through the Sponsor's depository participant to the relevant depository, for the purpose of recording the non-disposal undertaking in terms hereof and shall not provide any unfreeze instructions without obtaining the prior written approval of the Lender. ii) The Sponsor hereby irrevocably and unconditionally undertakes that the Sponsor shall, at all times till the Final Settlement Date, in case of any shortfall in the Borrower's resources to repay the Facility or any part of the Facility Outstanding to the Lender, bring additional funds by: a) infusion of fresh equity capital or preference capital or capital in the partnership account as applicable, and/ or b) granting of unsecured interest free loans or subordinated debt to the Borrower on terms and conditions acceptable to the Lender and/ or c) any other means from the Sponsor's own sources, and under any circumstances, without any recourse to Security Interest created in favour of Xxxxxx to meet the debt servicing obligations of Xxxxxxxx. iii) The Sponsor shall ensure that the Borrower shall utilise the proceeds ofthe Facility solely for the Purpose and shall ensure that the proceeds of the Facility is not utilised for any speculative purposes or any other purposes other than the Purpose. iv) The Sponsor shall retain the Control of the Borrower until the Final Settlement Date. v) In the event the Sponsor's contribution in the Borrower is brought in the form other than equity share capital, the Sponsor shall not seek repayment/ redemption of such contribution of the Sponsor, including, without limitation, payment of any interest/dividend/other kind of return of whatsoever nature thereon, until the Final Settlement Date or after obtaining the Lender's prior written permission for seeking any such payment/repayment/redemption. vi) The Sponsor hereby agrees to ensure that the Borrower modifies the Memorandum of Association and Artic...
Sample 1
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SPONSOR'S UNDERTAKINGS. The Sponsor hereby represents and warrants that all information submitted for the purposes of conducting the study (including the Protocol) is complete and accurate for the purpose of conducting the clinical trial. The Sponsor undertakes to notify the Institution, without delay, of completion of the Study (whether early or as scheduled). The Sponsor shall also be required to notify the Institution without delay, if the State Institute for Drug Control suspends or prohibits performance of the Study or in the event of withdrawal of the ethics committees' favorable opinion (permanently or temporarily). The Sponsor shall also be required to notify the Institution without delay of any facts that may have an adverse effect on the health or safety of the Trial Subjects, or may affect continued performance of the Study, including information arising from performance of the Study at other trial sites, and shall be required to notify the Institution of any suspected adverse effects of the investigational medicinal product that have been reported to the Sponsor.
Sample 1
SPONSOR'S UNDERTAKINGS 
Sample 1

Related to SPONSOR'S UNDERTAKINGS

  • Borrowers’ Undertaking to Agent Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

  • GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

  • LICENSEE’S UNDERTAKINGS 7.1 The Licensee shall: 7.1.1 use reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so; 7.1.2 use reasonable efforts to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License; 7.1.3 use reasonable efforts to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; 7.1.4 issue passwords or other access information only to Authorized Users and use all reasonable efforts to ensure that Authorized Users do not divulge their passwords or other access information to any third party; 7.1.5 provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material. Should the Licensee make any significant change to such information, it will notify the Publisher not less than sixty (60) days before the change takes effect. 7.1.6 keep full and up-to-date records of all Authorized Users and their access details and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with access to the Licensed Materials as contemplated by this License; 7.1.7 use reasonable endeavours to ensure that only Authorized Users are permitted access to the Licensed Materials. 7.2 THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION TAKEN AGAINST THE PUBLISHER RELATED TO OR IN ANY WAY CONNECTED WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR AUTHORIZED USERS OR BY ANY FAILURE OF THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO THIS LICENSE. 7.3 The Licensee shall, in consideration for the rights granted under this License, pay the Fee upon receipt of an invoice. Licensee shall be solely liable for any taxes related to the Fee.

  • Other Provisions applicable to Adjustments under this Section The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4:

  • Enforceability and Severability The invalidity or enforceability of any term or provisions of this Agreement shall not, unless otherwise specified, affect the validity or enforceability of any other term or provision, which shall remain in full force and effect.

  • Persons Having Rights Under the Agreement Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement.

  • Integration and Severability This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the Parties. The provisions of this Agreement are severable, and in the event any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

  • Conditions to Each Party’s Obligations under this Agreement The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:

  • Construction and Severability If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

  • Limitation of Liability of the Investment Adviser The Investment Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the management of the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. As used in this Article IV, the term "Investment Adviser" shall include any affiliates of the Investment Adviser performing services for the Fund contemplated hereby and partners, directors, officers and employees of the Investment Adviser and of such affiliates.

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