UNDERTAKINGS AND INDEMNITIES Sample Clauses

UNDERTAKINGS AND INDEMNITIES. In using XXXXxxx.xx, DP warrants and undertakes to GS1;

UNDERTAKINGS AND INDEMNITIES. The Licensor warrants to the Licensee that it has full right and authority to grant the Rights to the Licensee and that the use by the Licensee of the Licensed Products in accordance with this Agreement will not infringe the rights of any third party.The Licensor shall indemnify the Licensee from and against any and all third party claims, demands, costs, losses and liabilities (including reasonable attorney fees) incurred by the Licensee which arise out of a breach of the warranty in Clause 8.1 provided that the Licensee must inform the Licensor immediately upon becoming aware of any claim, not attempt to compromise or settle the claim and give reasonable assistance to the Licensor who shall be entitled to assume sole conduct of any defence and/or settlement with counsel of the Licensor’s choice at its expense. The Licensor shall have the right at its sole option: to procure the right for the Licensee to continue using the Licensed Products; to make such alterations, modifications or adjustments to the Licensed Products that it becomes non- infringing without incurring a material reduction in performance or function; or to replace the Licensed Products with non-infringing substitutes provided that such substitutes do not entail a material reduction in performance or function. Without prejudice to the generality of the foregoing, the Licensor shall not be liable for any damages arising from: use of the Licensed Products by the Licensee or any Authorised User other than as expressly permitted under this Agreement; any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorised user’s wilful misconduct, negligence, operator error or use other than in accordance with the User Documentation; the failure by the Licensee to implement recommendations previously advised by the Licensor in respect of, or solutions for, faults in the Licensed Products; or the decompilation or modification of the Licensed Products or its merger with any other program by any person other than the Licensor or its authorised agent; or the Licensee or any Authorised User being unable to exercise the Rights due to the Licensed Products being unavailable as a result of any act or omission of the Licensor provided that the period for which the Licensed Products is not available shall not exceed a period of 50 hours (in aggregate) in any continuous period of 1000 hours. Except as expressly set out in this Agreement and subject only to clause 11.1, ...

UNDERTAKINGS AND INDEMNITIES. In using Enriched Data Platform - Powered by Trusted Source and 1 World Sync, DP warrants and undertakes to GS1;

UNDERTAKINGS AND INDEMNITIES. 9.1 Other than as contemplated by this Agreement or any Transaction Document, upon and following Closing and in consideration for the terms of this Agreement, the Seller irrevocably waives, releases and discharges, to the fullest extent permitted by law (and the Seller shall procure that each of its Affiliates shall do the same) any actions, claims or proceedings by the Seller and/or its Affiliates against any of the Target Companies or for sums due by any Target Company to the Seller or its Affiliates. Pending such release, the Seller shall indemnify the Purchaser and each Target Company and hold the Purchaser and each Target Company harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Purchaser or a Target Company in relation to such actions, claims, proceedings or sums. 9.2 Upon and following Closing, the Seller shall use reasonable endeavours to procure that each of the Target Companies shall be irrevocably released and discharged from any guarantee or similar surety granted by any of the Target Companies for the benefit of, or in respect of a liability or obligations of, the Seller or its Affiliates. Pending such release, the Seller shall indemnify the Purchaser and each Target Company and hold the Purchaser and each Target Company harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Purchaser or a Target Company in relation to such guarantee or similar surety. 9.3 Upon and following Closing, the Purchaser shall use reasonable endeavours to procure that the Seller and each of its Affiliates shall be irrevocably released and discharged from any guarantee or similar surety granted by any of the Seller and/or its Affiliates for the benefit of, or in respect of a liability or obligations of, any Target Company. Pending such release, the Purchaser shall indemnify the Seller and its Affiliates and hold the Seller and its Affiliates harmless from and against any loss, damage, payments, costs or expenses, suffered or incurred, directly or indirectly, by the Seller or any of its Affiliates in relation to such guarantee or similar surety. 9.4 Other than as contemplated by the Transition Services Agreement, pursuant to Clause 7.4 in relation to the Retained CME Programming Contracts and CME Programming Sublicences relating to the Retained CME Programming Contracts, and/or relating to the services that were provided und...

UNDERTAKINGS AND INDEMNITIES. 6.1 The Company hereby undertakes to: (a) Prior to the submitting any Transaction Request, execute and procure relevant parties to execute the Account Agreement. (b) as soon as practically possible, notify the Participant of (i) any delay on the part of an Obligor in relation to the payment of any Transaction (including where the Obligor has provided notice to Company of any Invoice in Commercial Dispute), (ii) the commencement of any blocking, suspension, postponement or moratorium proceedings with respect to the payment of any Transactions, (iii) any challenge or forbearance likely to affect the payment of any Transactions when due or (iv) any documentary fraud in relation to any of the Transactions; (c) [Reserved] (d) notify the Participant promptly as soon as it becomes aware of the same, of any Commercial Dispute (including any legal or arbitral proceedings for the recovery of any Transactions between the Company and the Obligor) and of any event which might impede the full and timely payment of the amounts due in respect of any Transactions; (e) pay any sum received as recovery of any of the Accepted Transactions into the Participant's Account within five (5) Business Days after collection or payment of any such sums and until such payment, to hold such money in trust for/ for the sole benefit of the Participant; (f) pay any amount owed to the Participant by the Company under this Agreement into the Participant's Account in accordance with the terms of the Account Agreement; (g) at the Participant's written request, (i) take commercially reasonable steps, actions and/or proceedings, in its own name to recover the Accepted Transactions under the relevant Sales Contracts; and/or (ii) provide all commercially reasonable assistance to the Participant if the Participant takes any administrative action or judicial proceedings it may deem necessary in order to obtain the full benefit of rights expressed to be created under this Agreement; (h) promptly notify the Participant of any fact or other circumstance of which it has knowledge and of any litigation or proceedings initiated against the Company by any court or administration agency, which might have a Material Adverse Effect on the ability of the Company or the Obligor to perform its obligations under this Agreement and the Transaction Documents; (i) not to assign, transfer or create any encumbrance over, or attempt to assign or transfer or create any encumbrance over the Accepted Transaction thereunder...

UNDERTAKINGS AND INDEMNITIES. PAN-CHINA'S OBLIGATIONS PRIOR TO CLOSING 3.1 Between the date of this Agreement and the Closing, Pan-China shall: (a) inform and consult with CITIC on all material matters relating to the Petroleum Operations and, in particular, will not take any action in respect of the Petroleum Operations or the Petroleum Contract which would require a unanimous decision of the Operating Committee under Section 4.9 of the Joint Operating Agreement; (b) continue to fulfil all obligations of the Contractor and Operator under the Petroleum Contract; and (c) not create any Encumbrance over the Contractor's Rights and Obligations.

UNDERTAKINGS AND INDEMNITIES. GENERAL PROVISIONS

UNDERTAKINGS AND INDEMNITIES. 9.1 The Seller shall use its best endeavours and the Purchaser shall provide all reasonable assistance, to procure that, prior to Completion, written confirmation in form and substance satisfactory to the Purchaser is obtained from all employees of the Company that they will continue in employment following the sale of the Sale Shares under this Agreement and will not seek to claim any compensation or severance payment under the Manpower Law by reason of the sale of the Sale Shares. 9.2 The Seller shall pay to the Purchaser an amount equal to 60% of all costs, claims, liabilities, losses and expenses which the Company may suffer or incur which are in excess of an aggregate of US$25,000 by reason of any employee(s) terminating or purporting to terminate their employment with the Company pursuant to Article 163 of the Manpower Law by reason of the transfer of the Sale Shares under this Agreement or the changes to the capital structure referred to in Clause 2.1.1. 9.3 The Seller shall procure that, without cost to the Company, the Alcatel Contract is terminated or amended such that (i) the Company is entitled to retain, for such period as it wishes without limit of time, all Equipment and Documentation (as defined therein) provided or made available to it under the Alcatel Contract prior to the date of this Agreement, (ii) the Company is under no continuing obligation with respect to ‘Further Work’ (under and as defined in the Alcatel Contract) and (iii) the failure to give Further Work to Alcatel after the date of this Agreement has no consequence for the Company under or pursuant to the Alcatel Contract. Accordingly, the Seller shall on demand by the Purchaser pay to the Purchaser 60% of any costs, claims, liabilities, losses and expenses suffered or incurred by the Company as a result of giving effect to (i) (ii) or (iii) or arising as a result of a failure to give effect to (i) (ii) or (iii), including any amounts payable under clause 27 of the Alcatel Contract. 9.4 The Purchaser shall procure that, without cost to the Company, the Ericsson Contract is terminated or amended such that (i) the Company is entitled to retain, for such period as it wishes without limit of time, all Equipment and Documentation (as defined therein) provided or made available to it under the Ericsson Contract prior to the date of this Agreement, (ii) is under no continuing obligation with respect to ‘Further Work’ (under and as defined in the Ericsson Contract) and (iii) the fail...

UNDERTAKINGS AND INDEMNITIES. In exercising the rights granted under this Agreement, the Company will use all reasonable endeavours to prevent any damage to the Location(s). The Company shall make good, or pay to the Commission the cost of making good, any damage which is caused to or in the Location(s) as a result of the Company’s actions. The Commission shall not be responsible for any personal injury or death or damage to property caused during the use of the Location(s) by the Company, save where such personal injury or death or damage to property is caused by the negligence, omission or default of the Commission. The Company will indemnify the Commission against any liability, loss, claim or proceedings arising under statute, common law or otherwise relating to its use of the Location(s) in respect of personal injury and/or death to any person and/or loss or damage to the Location(s) or any property caused by the negligence, omission or default of any person for whom it is legally responsible. The Company’s maximum liability under this clause shall be £5 million.

UNDERTAKINGS AND INDEMNITIES. 7.1 The Warrantors undertake to indemnify the Purchaser against, or as the case may be, covenant to pay the Purchaser a sum equal to, any Losses suffered by the Purchaser or any member of the Xxxx Group in connection with Xxxx Xxxxxxxx Germany or any subsidiary undertakings of Xxxx Xxxxxxxx Germany, other than any Losses arising from the trading relationship between the Xxxx Group and Xxxx Xxxxxxxx Germany since its disposal by the Xxxx Group. 7.2 The Warrantors undertake to indemnify the Purchaser against, or as the case may be, covenant to pay the Purchaser a sum equal to, any Losses suffered by the Purchaser or any member of the Xxxx Group in connection with the manufacture and supply of Defective Products and/or Defective Services but only to the extent such Losses are not recovered by the Purchaser or any member of the Xxxx Group from insurers. 7.3 The Warrantors undertake to indemnify the Purchaser against, or as the case may be, covenant to pay the Purchaser a sum equal to, any Losses suffered by the Purchaser or any member of the Xxxx Group as a result of any Pre-Completion Distribution but such indemnity shall not include the loss to any member of the Xxxx Group of the cash the subject of any Pre-Completion Distribution. 7.4 The Warrantors undertake to indemnify the Purchaser against, or as the case may be, covenant to pay the Purchaser a sum equal to, the full cost (less any Corporation Tax relief obtainable by any member of the Xxxx Group) of obtaining the Insured Benefits over and above that accrued or otherwise reflected in the Completion Net Asset Statement or paid prior to Completion. 7.5 Notwithstanding any other provision of this agreement, only those limitations set out in paragraphs 1.1, 1.6, 2.2, 2.3, 3, 4 and 5 of Schedule 9 shall apply to limit or exclude, as the case may be, the liability of the Warrantors in respect of any claims pursuant to clauses 7.1 and 7.4. 7.6 The Warrantors covenant and undertake to the Purchaser that they will retain in the Trusts: 7.6.1 until midnight on 15 March 2007 an amount equal to twenty per cent. of the Consideration as adjusted pursuant to clause 3.2 less any payments made by the Warrantors (other than out of the Joint Account) to satisfy any claims under this agreement, for the period from the Completion Date until midnight on 15 March 2007; and 7.6.2 after 15 March 2007 an amount equal to the aggregate of Unsatisfied Relevant Holdings Claims at that date for which they may be liable and which exce...