The Seller undertakes Sample Clauses

The Seller undertakes. (a) to provide to the Representative Member after Completion such documents, information and assistance as it may reasonably require to enable it to comply with its obligations in the making of VAT returns and accounting for VAT to HM Revenue & Customs in respect of supplies or acquisitions made by it or any past or present member of the Seller’s Group (excluding Target) for VAT purposes in each prescribed accounting period (as defined in section 25(1) VATA) where such supplies or acquisitions are, for the purposes of section 43 VATA (groups of companies), treated as made by the Representative Member (“Relevant PAPs”); and (b) to pay to the Representative Member an amount equal to any VAT for which the Representative Member has to account to HM Revenue & Customs (or would have to account but for any input tax credit or repayment of VAT due from HM Revenue & Customs in respect of actual supplies made to the members of the VAT Group other than the Seller or members of the Seller’s Group) in respect of the Relevant PAPs and which results from supplies, deemed supplies, importations or acquisitions made by the Seller or any past or present member of the Seller’s Group (excluding Target) in the Relevant PAPs but treated as made by the Representative Member under section 43(1) VATA (groups of companies) not less than two Business Days before the Representative Member is required to pay such VAT to HM Revenue & Customs and, in computing such amount of VAT, credit shall be given to the Seller for any input tax to which it or any past or present member of the Seller’s Group (excluding Target) are entitled under the VATA on supplies, deemed supplies made to or importations or acquisitions made by the Seller or any past or present member of the Seller’s Group (excluding Target) in the Relevant PAP, but treated as made to or by the Representative Member.
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The Seller undertakes. (a) not to (and it shall procure that the Designated Seller shall not) exercise any rights attaching to the UK Sale Shares or the US Sale Shares or otherwise exercisable in the Seller’s or Designated Seller’s capacity as registered holder of the UK Sale Shares or the US Sale Shares without the Buyer's prior written consent; (b) to hold on trust for the Buyer all dividends and other distributions received by the Seller or Designated Seller in respect of the UK Sale Shares or the US Sale Shares and promptly notify the Buyer of anything received by the Seller or Designated Seller in the Seller’s or Designated Seller’s capacity as registered holder of the UK Sale Shares or the US Sale Shares; (c) to act promptly in accordance with the Buyer's instructions in relation to any rights exercisable or anything received by the Seller or Designated Seller in the Seller’s or Designated Seller’s capacity as registered holder of the UK Sale Shares or the US Sale Shares; and (d) to ratify and confirm whatever the Buyer does or purports to do in good faith in the exercise of any power conferred by the power of attorney granted pursuant to clause 9.7.
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The Seller undertakes a) to sell the Goods to the Buyer in accordance with his orders; b) to provide warranty and service of the Goods during the warranty period.
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The Seller undertakes. 4.1.1. to sell and deliver the Goods in accordance with the order; 4.1.2. to inform the Buyer (also electronically) about changes of conditions of delivery, if during execution of order by the Seller, the Goods delivery time changes; 4.1.3. to consider the claims of the Buyer in connection with the Goods, delivery time or quality within reasonable time, providing the Buyer substantive answer; 4.1.4. not later than within thirty (30) days to repay the Buyer his actual payment for the Goods, if the Seller can not fulfill the order according to the terms, and the Buyer has not given consent to the changes; 4.1.5. The Buyer personal information provided in the order, including bank details, to use only in connection with the preparation of invoices for payment and order execution.
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The Seller undertakes. 1.1. to deliver goods to the Purchaser properly according to the Contract provided that no serious operational reasons impede the delivery; 1.2. to inform the Purchaser by e-mail or by phone immediately after he discovers he will not be able to deliver the ordered goods to the Purchaser for whatever reasons; 1.3. to ensure that the goods comply with the generally binding legal regulations and standards; 1.4. at the written Purchaser´s request to submit the attest and/or material safety data sheet, or “Quality Certificate” at the first delivery of goods.; 1.5. to notify the Purchaser of any alterations relating to the Contract performance, mainly to inform the Purchaser of every change in the range of assortment or pricelist catalogue; 1.6. to provide information about development and preparation of new goods.
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The Seller undertakes. 6.1.1 From the moment of the conclusion of this Agreement, to fully ensure all obligations to the Client in accordance with the terms of this agreement and the current legislation. The Seller reserves the right to default on its obligations under the Agreement in the event of force majeure circumstances specified in clause 9 of this Agreement. 6.1.2 Process the personal data of the Client and ensure their confidentiality in the manner prescribed by the current legislation of the Republic of Armenia. 6.1.3 By accepting this offer (its acceptance), the Client agrees and permits the Seller to process his personal data, including last name, first name, patronymic, date of birth, gender, mailing address; home, work, mobile phones, e-mail address, including collection, systematization, accumulation, storage, clarification (update, change), use, distribution (including transfer on the territory of the Republic of Armenia and cross-border transfer), depersonalization, blocking, destruction of personal data, as well as their transfer to the Seller's counterparties for research aimed at improving the quality of services, for conducting marketing programs, statistical research, as well as for promoting services on the market by making direct contacts with the Client using various means of communication, including, but not limited to: mailing, e-mail, telephone, facsimile, Internet. The Client agrees and permits the Seller and the Seller's counterparties to process the Client's personal data using automated database management systems, as well as other software tools specially developed on behalf of the Seller. Work with such systems is carried out according to the algorithm prescribed by the Seller (collection, systematization, accumulation, storage, clarification, use, blocking, destruction). Methods of processing used (including, but not limited to): automatic verification of postal codes with the code base, automatic verification of the spelling of street / town names, clarification of data with the Client by telephone, postal communication with the Client or via contact via the Internet, database segmentation according to the specified criteria. The Client agrees that, if it is necessary to achieve the goals specified in this offer, his personal data received by the Seller can be transferred to third parties to whom the Seller can entrust the processing of the Client's personal data on the basis of an agreement concluded with such persons, if subject to complianc...
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The Seller undertakes. 17.3.1 not to exercise all or any of the voting and other rights, powers and privileges attached to the Shares without the consent of the Purchaser; and 17.
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The Seller undertakes. (a) to exercise any relevant discretion to ensure that options granted to Company employees participating in any Incentive Scheme shall be capable of being exercised following Completion and that in the case of any Incentive Scheme which is not an option scheme to ensure that the awards vest in respect of such Company employees and where relevant use its best endeavours to procure that any body with whom such discretion rests shall exercise any relevant discretion to ensure that this undertaking is complied with; and (b) to allow Company employees participating in any Incentive Scheme the maximum period permissible under the scheme for the exercise of their rights following their transfer of employment and will, where relevant, use its best endeavours to procure that any body with whom such discretion rests shall exercise any relevant discretion to ensure that this undertaking is complied with.
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The Seller undertakes. 8.1.1 to produce the Goods in accordance with mutally approved Technical Specification; 8.1.2 to produce the Goods on terms provided in Technical Specification; 8.1.3 to deliver the Goods on terms and conditions agreed between the Parties.
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Related to The Seller undertakes

  • 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, 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.

  • The Company’s Representations and Warranties The Company represents and warrants to the Investor as follows:

  • The Adviser’s Representations The Adviser represents, warrants and agrees that: (i) It has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement; (ii) It is registered as an investment adviser under the Advisers Act and will continue to be so registered during the term of this Agreement; (iii) It has adopted and implemented a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code of Ethics”) and, if it has not already done so, will provide the Trust with a copy of such Code of Ethics and any amendments thereto; (iv) It has adopted and implemented written policies and procedures, as required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent violations of federal securities laws by the Adviser, its employees, officers, and agents (“Compliance Procedures”) and, if it has not already done so, will provide the Trust with a copy of the Compliance Procedures and any amendments thereto; (v) It has delivered to the Trust copies of its Form ADV as most recently filed with the SEC and will provide the Trust with a copy of any future filings of Form ADV or any amendments thereto; (vi) It is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement and will promptly notify the Trust of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser to a Fund pursuant to Section 9(a) of the 1940 Act or other applicable law, rule or regulation; (vii) It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any self-regulatory agency, necessary to be met by the Adviser in order to perform its services contemplated by this Agreement; and (viii) This Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

  • Representations and Warranties by the Company and the Operating Partnership Each of the Company and the Operating Partnership, jointly and severally, represents and warrants to each Underwriter as of the date hereof, the Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter, as follows:

  • Further Agreements of the Company and the Guarantors The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, 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 SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • 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:

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