UNDERTAKINGS AND ASSURANCES Sample Clauses

UNDERTAKINGS AND ASSURANCES. No explicit undertaking or assurance (whether legally binding or not) has been given by the Company to any person as to the continuance, introduction, increase or improvement of any such benefit or scheme or arrangement as is referred to in paragraph 19.1 of this schedule (including, for the avoidance of doubt, the Disclosed Scheme).
Sample 1
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UNDERTAKINGS AND ASSURANCES. (A) HS2 Ltd shall comply with the Undertakings, Assurances and Requirements which relate to a matter for which HS2 Ltd is the nominated undertaker or for which it is responsible under this Agreement until allocated to any third party other than a Delivery Sub-Contractor pursuant to the provisions of this Clause
Sample 1
UNDERTAKINGS AND ASSURANCES. (A) HS2 Ltd shall comply with the Undertakings, Assurances and Requirements which relate to a matter for which HS2 Ltd is the nominated undertaker or for which it is responsible under this Agreement until allocated otherwise pursuant to the provisions of this Clause 16.2 (each an “HS2 Ltd Undertaking”). (B) The SoS shall provide HS2 Ltd with details of any undertakings and assurances in connection with the Project (or a Phase thereof) which should be included in the Register of Undertakings and Assurances and which are not otherwise in the awareness of HS2 Ltd. (C) HS2 Ltd shall facilitate a process, in discussion with the SoS, by which the responsibility for complying with the undertakings, assurances or requirements included within the Undertakings, Assurances and Requirements shall be allocated appropriately between SoS, HS2 Ltd and such other parties or nominated undertakers as may be determined to be relevant and accepted by each relevant party (the “UAR Allocation Process”). The SoS and HS2 Ltd shall use all reasonable endeavours to complete the UAR Allocation Process for all undertakings, assurances and requirements included within the Undertakings, Assurances and Requirements for each Phase on or before such dates as the SoS may notify HS2 Ltd in writing. (D) The UAR Allocation Process shall be ongoing throughout the Project such that if either: (1) new undertakings, assurances or requirements given after the completion of the UAR Allocation Process for the Undertakings, Assurances and Requirements in accordance with Clause 16.2(C) are identified as being part of or added to the Undertakings, Assurances and Requirements during the Project; or (2) an undertaking, assurance or requirement which is part of the Undertakings, Assurances and Requirements that has previously been allocated ought reasonably to be reallocated having regard to the current circumstances of the Project, the relevant undertakings, assurances or requirements shall be allocated or reallocated (as the case may be) pursuant to the UAR Allocation Process. (E) Upon completion of the initial UAR Allocation Process for Xxxxx Xxx, XX0 Ltd shall develop and implement a compliance plan setting out how HS2 Ltd proposes to comply with the HS2 Ltd Undertakings on an ongoing basis including appropriate reporting arrangements. HS2 Ltd shall, if appropriate, update such compliance plan if any new undertaking, assurance or requirement becomes an HS2 Ltd Undertaking or if the compliance plan is n...
Sample 1
UNDERTAKINGS AND ASSURANCES. Neither the Company nor any of its officers or employees is or has been a party to any undertaking or assurance given to any court or governmental agency or regulatory body in any jurisdiction or the subject of any injunction which is still in force. OUTSTANDING JUDGMENTS
Sample 1
UNDERTAKINGS AND ASSURANCES. No legally binding undertaking or assurance has been given by Pismo to any person as to the continuance, introduction, increase or improvement of any such benefit or scheme or arrangement as is referred to in paragraph 19.1 of this schedule (including, for the avoidance of doubt, the Disclosed Plans).
Sample 1
UNDERTAKINGS AND ASSURANCES. No undertaking or assurance (whether legally binding or not) has been given or will before the Completion Date be given by the Company in connection with the Schemes (as defined in Warranty 8.2 below) to any person as to the continuance, introduction, increase or improvement of any such benefit of the Schemes.
Sample 1

Related to UNDERTAKINGS AND ASSURANCES

  • Further Acts and Assurances Each of the Parties after convincing itself agrees to execute and deliver all such further agreements, documents and instruments, and to do and perform all such further acts and things, as shall be necessary or convenient to carry out the provisions of this Agreement and to consummate the transactions contemplated hereby.

  • Further Actions and Assurances At any time and from time to time, each party agrees, at its or their expense, to take actions and to execute and deliver documents as may be reasonably necessary to effectuate the purposes of this Agreement.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • SUBCONTRACTS and ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

  • SUBCONTRACT AND ASSIGNMENT This Agreement binds the heirs, successors, assigns and representatives of the Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Agreement and shall not assign this Agreement or monies due or to become due, without the prior written consent of the General Manager of the Agency or his designee, subject to any required state or federal approval. (Note: list any subcontractors here)

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Indemnification and Assumption of Risk – Vendor Data VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR’S PROPOSALS, VENDOR PRICING SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES, VENDOR’S CONTACT INFORMATION, VENDOR’S BROCHURES AND COMMERCIAL INFORMATION, VENDOR’S FINANCIAL INFORMATION, VENDOR’S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) (“VENDOR DATA”) TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (I) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, VENDOR’S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR SOFTWARE SYSTEMS, AND; (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR VENDOR.

  • Subcontracts and Assignment Contractor shall not subcontract, assign, delegate, or transfer any of its duties, rights, or interests under this Contract without the prior written consent of District. District may withhold such consent for any or no reason. If District consents to an assignment or subcontract, then in addition to any other provisions of this Contract, Contractor shall require any permitted subcontractor to be bound by all the terms and conditions of this Contract that would otherwise bind Contractor. The parties agree that any such subcontracts shall be construed as matters solely between the Contractor and its subcontractor and shall have no binding effect on District.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

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