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The Purchaser undertakes to Sample Clauses

The Purchaser undertakes to. 2.1 establish or procure the establishment of a retirement benefits scheme or schemes, by the Pension Transfer Date, in a form capable of approval by the Board of Inland Revenue as an exempt approved scheme under Chapter 1 of Part XIV of ICTA 1988 or nominate an existing retirement benefits scheme which is so approved and which is able and willing to accept a transfer payment from the GEC Scheme in respect of each Transferring Member in accordance with the provisions of this part of this Schedule; 2.2 notify GEC in writing with particulars of the Transferee Scheme; and 2.3 invite the Transferring Employees to become members of the Transferee Scheme with effect from the Pension Transfer Date.
The Purchaser undertakes to. (a) sign any and all further documents and provide any and all further information, such information to be complete, accurate and up to date in all respects, which Kincrome may reasonably require to register a financing statement or a financing change statement on the Personal Property Securities Register established under the PPSA; (b) not register a financing change statement or an amendment demand in relation to any security interest created by this Agreement without the prior written consent of Kincrome; and (c) give Kincrome not less than fourteen (14) days prior written notice of any proposed changes in Purchaser’s name or any other change in Purchaser’s details
The Purchaser undertakes to accept transfer of the Property as defined and renumbered in the sectional plan approved by the municipality and the surveyor-general and in particular if: 14.3.1 the boundaries or the area of the Unit or any other Unit or building differs in minor respects from the boundaries or areas shown on the Draft Sectional Development Plan annexed hereto; and / or 14.3.2 the number of the Unit being altered or the undivided share in the common property attaching to the Unit is altered; and / or 14.3.3 the exclusive use area (if applicable) adjoining the Unit is altered.
The Purchaser undertakes to. ▪ assign a Project Manager to co-ordinate all Purchaser personnel, activities and resources. The Purchaser’s Project Manager shall have relevant project management and system implementation experience to carry out the duties required. ▪ make available in a timely manner nominated personnel during nominated project activities specified or agreed between the parties in accordance with the Timetable ▪ provide and support the System platform (including server, network, desktop, operating system and database) in accordance with Supplier recommendations set out in this Agreement or agreed between the parties in writing from time to time ▪ provide wherever possible a suitable work environment, including System access to enable Supplier personnel to efficiently perform tasks provided that the Supplier provides the Purchaser with reasonable notice of the on-site resources and remote access required by the Supplier reasonably in advance ▪ perform, and secure performance by Purchaser’s personnel, of implementation and Acceptance tasks in accordance with this Agreement and the Timetable ▪ define and prepare System month-end, year-end and user procedures, subject to agreement with the supplier. ▪ notify the Supplier of any change to the System which the Purchaser is aware will affect the performance of the Software. ▪ notify the Supplier of any change which the Purchaser is aware will affect the performance of the Supplier under this agreement. Page7 ▪ The Purchaser acknowledges that all commercial and service delivery for the Infor SunSystems application for this project will be managed and co-ordinated by the Supplier to avoid risk to the on-going delivery and support of the system. ▪ Offer the Supplier in the first instance the opportunity to bid for any additional pieces of work relevant to the Infor SunSystems application.
The Purchaser undertakes to. 2.1 establish or procure the establishment of a retirement benefits scheme or a personal pension scheme or schemes, by the Pension Transfer Date, in a form capable of approval by the Board of Inland Revenue as an exempt approved scheme under Chapter 1 or Chapter IV of Part XIV of ICTA 1988 or nominate an existing retirement benefits scheme which is so approved and which is able and willing to accept a transfer payment from the GEC Scheme in respect of each Transferring Member in accordance with the provisions of this Part of this Schedule; 2.2 notify GEC in writing with particulars of the Transferee Scheme; and 2.3 invite the Transferring Employees who remain members of the GEC Scheme and who have not reached their normal retirement date to become members of the Transferee Scheme with effect from the Pension Transfer Date. 3.1 GEC undertakes that it will take all reasonable endeavours (including obtaining the consent of the Pension Schemes Office of the Inland Revenue) as are necessary to permit the Transferring Employees and the Company to continue to participate in the GEC Scheme for all pension and death in service benefits during the Interim Period as members and associated employer. 3.2 GEC undertakes to procure that during the Interim Period no amendments will be made to the GEC Scheme or payment made from the GEC Scheme which will adversely affect the Transfer Amount and that any increase in the rate of contributions to the GEC Scheme shall not apply to the Company or to any of the Transferring Employees without, in either case, GEC giving such notice as is reasonably practicable in the circumstances, being at least two weeks. 3.3 GEC undertakes to procure that the GEC Scheme will not be terminated or commence to wind-up during the Interim Period without giving such notice in writing as is reasonably practicable in the circumstances, being at least two weeks.

Related to The Purchaser undertakes to

  • Further Agreements of the Company and the Underwriters (a) The Company agrees: (i) To prepare the Prospectus in a form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Delivery Date except as provided herein; to advise the Representative, promptly after it receives notice thereof, of the time when any amendment or supplement to the Registration Statement or the Prospectus has been filed and to furnish the Representative with copies thereof; to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding or examination for any such purpose or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal. (ii) To furnish promptly to the Representative and to counsel for the Underwriters a conformed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (iii) To deliver promptly, without charge, to the Representative such number of the following documents as the Representative shall reasonably request: (A) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings), (B) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, and (C) each Issuer Free Writing Prospectus; and, if the delivery of a prospectus is required at any time after the date hereof in connection with the offering or sale of the Securities or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act, to notify the Representative and to file such document and, upon their request, to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representative may from time to time reasonably request of an amended or supplemented Prospectus that will correct such statement or omission or effect such compliance. (iv) To file promptly with the Commission any amendment or supplement to the Registration Statement or the Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission. (v) Prior to filing with the Commission any amendment or supplement to the Registration Statement or the Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and consult in good faith with the Representative to the filing. (vi) Not to make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Representative. (vii) To comply with all applicable requirements of Rule 433 under the Securities Act with respect to any Issuer Free Writing Prospectus. If at any time after the date hereof any events shall have occurred as a result of which any Issuer Free Writing Prospectus, as then amended or supplemented, would conflict with the information in the Registration Statement, the most recent Preliminary Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any Issuer Free Writing Prospectus, to notify the Representative and to file such document and, upon their request, to prepare and furnish without charge to each Underwriter as many copies as the Representative may from time to time reasonably request of an amended or supplemented Issuer Free Writing Prospectus that will correct such conflict, statement or omission or effect such compliance. (viii) To make generally available to the Company’s security holders and to the Representative as soon as practicable but no later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including but not limited to Rule 158 under the Securities Act). For the purpose of the preceding sentence, “Availability Date” means the 60th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 120th day after the end of such fourth fiscal quarter.

  • Representations and Warranties of the Adviser and the Administrator The Adviser and the Administrator, jointly and severally, represent to each Underwriter as of the date hereof, as of the Applicable Time, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agree with each Underwriter as follows:

  • Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2. (b) The Mortgage Loan Seller hereby makes, as of the date hereof (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C, subject to the exceptions set forth in Schedule C. The Mortgage Loan Seller is also referred to herein as the “Responsible Repurchase Party”. (c) The Mortgage Loan Seller hereby represents and warrants, as of the date hereof, to and for the benefit of the Purchaser only, that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans. (d) The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s role as “originator” (or the role of any third party as “originator” of any Mortgage Loan for which the Mortgage Loan Seller was not the originator) and “sponsor” in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in each of the Preliminary Prospectus and the Prospectus complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein.

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Best Efforts; Further Assurances Subject to the terms and conditions of this Agreement, each party shall use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or desirable under applicable laws, to consummate and implement expeditiously the transaction contemplated by this Agreement. The parties hereto shall execute and deliver such other documents, certificates, agreements and other writings and take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the transaction contemplated by this Agreement.

  • Other Underwriting Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Company and the Guarantors The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER Parent and the Purchaser represent and warrant to the Company as follows: