Undertakings and Guarantee Sample Clauses
The 'Undertakings and Guarantee' clause establishes the obligations that one party commits to fulfill and provides a guarantee, often by a third party, to ensure those obligations are met. In practice, this clause may require a guarantor to step in and perform or pay if the primary party fails to meet its commitments, such as repaying a loan or delivering goods. Its core function is to provide assurance and security to the beneficiary that the agreed-upon duties will be performed, thereby reducing the risk of non-performance.
Undertakings and Guarantee. Party A guarantees that the Transferred Interest is legally owned by Party A and that Party A owns the complete, effective right of disposal. Party A guarantees that the Transferred Interest is free of any mortgage or other security and not the subject of claims of any third party. Otherwise, Party A shall undertake all legal liabilities incurred therefrom. Party A undertakes and guarantees that after this Agreement has become effective, Party B shall have all of Party A’s previous rights in the Transferred Assets.
Undertakings and Guarantee. 5.1 Each Party hereto represents, warrants and undertakes to the other Party that this agreement is valid, effective and equally binding to the two parties.
5.2 Each Party hereto represents, warrants and undertakes to the other Party that its own subsidiaries have respectively agreed to terminate all Former Agreements and perform this Agreement starting from the effective date of this Agreement as the Landlords and/or the Tenants.
5.3 Party B guarantees that it has the right to provide the Leased Premises to the Tenants for use. Where, on any occasions or for any reasons, the property right and/or use right of the Leased Premises expose(s) to any objection, which causes Party A or the Tenants’ failure to realize its use right under this Agreement or any other damages, Party B, as the Landlord or the parent company of the Landlords shall compensate Party A or the Tenants for any and all direct economic losses thus incurred to Party A or the Tenants.
5.4 Party A guarantees to compensate the Landlords for any and all direct economic losses as the parent company of the Tenants, where the Leased Premises are damaged intentionally by the Tenants.
5.5 Party B guarantees that the Leased Premises provided and delivered to the Tenants for use be in good conditions as required by the Tenants, and that Party B shall conduct regular inspection and repairs to these premises. Where the Tenants suffer any loss during the use of the Leased Premises due to the poor management of the Landlords, the latter shall compensate any and all direct economic losses thus incurred to the Landlords.
5.6 Party B guarantees that the comprehensive management services provided by the Landlords shall be in conformity with the national standards and industrial criteria and meet the following basic requirements:
Undertakings and Guarantee. 4.1 FUSION shall use commercially reasonable efforts to bring the Intellectual Property to market as soon as practicable, consistent with sound and reasonable business practice and judgment.
4.2 FUSION shall establish and maintain a research, development and demonstration facility within twenty (20) miles of Clarkson University to advance the Intellectual Property commencing within six (6) months after the Effective Date and continuously thereafter for a minimum period of three (3) years.
4.3 FUSION shall retain INVENTOR as a consultant pursuant to the form of Consulting Agreement attached as Exhibit B for a minimum period of three (3) years after the Effective Date.
4.4 GUARANTOR guarantees by way of continuing obligation to INVENTOR as primary obligor, and not merely as surety, the due performance by FUSION of all of its obligations under this Agreement.
4.5 During the term of this Agreement, provided INVENTOR is capable and willing, INVENTOR shall be elected to serve as a member of the Board of Directors of FUSION.