Substitution of Undertakings Sample Clauses

Substitution of Undertakings. Purchaser shall use its good faith efforts to promptly substitute Purchaser's undertaking, guarantee, bond or other commitment for each undertaking, guarantee, bond or commitment, as the case may be, made by Seller, Parent or any of their Affiliates in support of or relating to any permit, contract, authorizations, Accreditation or license from any such entity pertaining exclusively to the School, except to the extent such undertaking, guarantee, bond or other commitment relates to permits, contracts, authorizations, Accreditations or licenses which are not or cannot be transferred to Purchaser pursuant to this Agreement.
Sample 1
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Substitution of Undertakings. At the ------------------------------ Closing, the Buyer shall execute and deliver the Insurance Novation Agreement as more fully described in Section 5.1.5. The Buyer will use all commercially reasonable efforts to cause to be terminated, released and discharged, on or prior to the Closing Date, in a manner reasonably satisfactory to the Seller, any commitments, guarantees and indemnities (including letters of credit, bonds, promissory notes, commitments, or obligations of whatsoever nature to any Governmental Entity or any other Person) of the Seller and each of its Affiliates for the direct and indirect benefit of MidCon or any of its Subsidiaries as set forth on Schedule 5.2.5 and all such other -------------- commitments, guarantees and indemnities provided by Seller in accordance with the Cash Management Agreement (collectively "Commitments"). For any Commitments for which the Buyer does not obtain a termination, discharge or obtain a release of Seller and its Affiliates at or prior to the Closing, the Buyer shall after the Closing cause MidCon to pay to the Seller the following (for purposes of this Section 5.2.5 initial capitalized terms not
Sample 1
Substitution of Undertakings. At the Closing, the Buyer shall execute and deliver the Insurance Novation Agreement as more fully described in Section 5.1.5.
Sample 1
Substitution of Undertakings. As of the Tier I Closing, Buyer ---------------------------- shall substitute Buyer's undertaking, guarantee, bond or other commitment for each undertaking, guarantee, bond or commitment, as the case may be, made by Seller or any affiliate of Seller in favor of any governmental or quasi- governmental entity in support of or relating to any permit, contract, authorization, accreditation or license from any such governmental entity with respect to the Schools. Notwithstanding the foregoing, if, following the Tier I Closing, Seller as owner of the Schools maintains in place any undertaking, guaranty, bond or other commitment, then Buyer shall reimburse Seller for all premiums, fees and expenses associated with all such undertakings, guaranties, bonds and other commitments and indemnifies, defends and holds harmless Seller and Parent from and against any and all claims and liabilities arising thereunder.
Sample 1
Substitution of Undertakings. Naboxx xxxll use all reasonable commercial efforts to (i) substitute, as of the Closing Date, the Commitment of Naboxx xxx all Commitments of Oxy or any of its Affiliates (other than the Companies) (other than any such Commitment pertaining to any Liability with respect to which Oxy shall have indemnified Naboxx xxxsuant to the provisions of Section 7(b)(ii)) to (a) any Governmental Authority in support of (1) any Permit affecting any of the Companies or their respective Assets, or (2) any agreement or contract between any of the Companies and any Governmental Authority, (b) any financial institution providing an undertaking to either a Governmental Authority or a Person that is a party to any agreement or contract with any of the Companies, and (c) any other Person that is a party to any agreement or contract with any of the Companies, or (ii) otherwise arrange for the release of Oxy or any such Affiliate from any such Commitment. Oxy shall deliver to Naboxx, xxt later than 10 calendar days prior to the Closing, a list of each such Commitment. Naboxx xxxll reimburse Oxy for, and shall indemnify and hold Oxy harmless from and against any liability, cost or expense relating to, (A) any payment made in accordance with any such Commitment for which Naboxx xxxs not substitute its Commitment in accordance with the provisions of this Section 4(m), except to the extent that such payment relates to the period prior to the Closing, and (B) any costs and expenses incurred by Oxy or any of its Affiliates after the Closing in maintaining any such Commitment.
Sample 1
Substitution of Undertakings. As of the Closing, Buyer shall ---------------------------- substitute Buyer's undertaking, guarantee, bond or other commitment for each undertaking, guarantee, bond or commitment, identified on Schedule 5.11, made by ------------- Seller or any affiliate of Seller in favor of any governmental or quasi- governmental entity in support of or relating to any permit, contract, authorization, accreditation or license from any such governmental entity with respect to the School, and upon Closing Buyer shall promptly take action and make commercially reasonable efforts to obtain such substitutions.
Sample 1

Related to Substitution of Undertakings

  • Substitution of Underwriters If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

  • Nature of Undertakings The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Borrower and each other member of the Group.

  • 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;

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

  • Other Undertakings Tenant shall take such actions and execute and deliver such documents, including, without limitation, the New Lease and new or amended Memorandum(s) of Lease and, if requested by Landlord, an amendment to this Master Lease, as are reasonably necessary and appropriate to effectuate fully the provisions and intent of this Section 1.12(b), and as otherwise are appropriate or as Landlord or any Title Insurer may reasonably request to evidence such removal and new leasing of the Removal Properties, including memoranda of lease with respect to such New Leases and amendments of all existing memoranda of lease with respect to this Master Lease and an amendment of this Master Lease.

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

  • 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.

  • Positive undertakings The undertakings in this Clause 21 (Positive Undertakings) 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. The Borrower shall, and shall cause each of its Subsidiaries, to comply with the undertakings contained in this Clause 21.

  • Form of Undertaking Any written undertaking by the Indemnitee to repay any Expense Advances hereunder shall be unsecured and no interest shall be charged thereon.

  • Confirmation of Agreement Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

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