UNDERTAKINGS OF THE ASSIGNOR Sample Clauses

UNDERTAKINGS OF THE ASSIGNOR. Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Assignor undertakes to the Collateral Agent: 13.1 subject to Clause 9 of this Agreement, to refrain from any acts or omissions, the purpose or effect of which is or would be the material dilution of the value of the Receivables or the Receivables ceasing to be assignable or subjecting any Receivable to any law other than German law other than in the Assignor’s ordinary course of business; 13.2 to inform the Collateral Agent without undue delay in writing of any attachment (Pfändung) over any of the Receivables or part thereof and any third parties bringing claims in respect of any of the Receivables or part thereof or any other measures which would impair or jeopardize the Collateral Agent’s rights relating to any Receivable or materially impair its value, such notice to be accompanied by any documents the Collateral Agent might need to defend itself against any claim by a third party. In the event of an attachment, the Assignor undertakes to forward to the Collateral Agent without undue delay a copy of the attachment order (Pfändungsbeschluß), any transfer order (Überweisungsbeschluß) and all other documents necessary or expedient for a defence against such attachment. The Assignor shall inform the attaching creditor of the Collateral Agent’s security interests without undue delay;
Sample 1Sample 2Sample 3See All (15)
AutoNDA by SimpleDocs
UNDERTAKINGS OF THE ASSIGNOR. Unless permitted or otherwise provided for in the Loan Documents or this Agreement or by the Administrative Agent’s prior written consent, the Assignor hereby undertakes to the Administrative Agent and the other Secured Parties as follows: (a) to take any steps necessary or appropriate to protect and maintain the Assigned Claims, collect the Assigned Claims in the ordinary course of business and take all measures required to ensure that the Assigned Claims are paid when due; (b) to comply with the material terms and undertakings of all contracts under which the Assigned Claims have accrued or will accrue in the future in all material aspects; (c) not to close the Bank Account without the prior written consent of the Administrative Agent;
Sample 1Sample 2
UNDERTAKINGS OF THE ASSIGNOR. The Assignor undertakes towards the Collateral Agent and the Secured Parties: 15.1 to promptly (unverzüglich) inform the Collateral Agent of the conclusion of new insurance contracts; 15.2 except as to the Receivables sold and assigned under the Receivables Transfer Agreement, not to create or permit to subsist any encumbrance over any of the Receivables, or do or permit to be done, anything which is reasonably expected to jeopardize or otherwise directly prejudice the existence, validity or enforceability of the security created hereunder, except as permitted under the Credit Agreements; 15.3 not to terminate, amend or modify the Profit and Loss Pooling Agreement without the prior written consent of the Collateral Agent; 15.4 to furnish to the Collateral Agent such information concerning the Receivables as is available to the Assignor and as the Collateral Agent may reasonably request for the evaluation or collection of the claims, and upon occurrence of any of the events described in Clause 10.1 and notice being given to the Assignor, to permit the Collateral Agent and its designees to inspect, audit and make copies of and extracts from all records and all other papers in the possession of Assignor which pertain to the Receivables, and upon the reasonable request of the Collateral Agent, to deliver copies of all such records and papers; 15.5 to inform the Collateral Agent promptly upon gaining knowledge of any attachments (Pfändungen) of third parties that relate to the Receivables or any other third-party measures, except for the creation of Permitted Liens, which impair or jeopardize the Collateral. In the event of any such attachment, the Assignor shall provide the Collateral Agent with a copy of the attachment and/or transfer order (Pfändungs-und/oder überweisungsbeschluss) and any other documents which the Collateral Agent requests that are necessary or expedient for a defense against such attachment. In addition, the Assignor shall inform the third party promptly (unverzüglich) in writing of the Collateral Agent’s security interest and render to the Collateral Agent all assistance required or expedient to defend the Receivables. All costs and expenses reasonably incurred for defense measures by the Collateral Agent shall be borne by Global Assignment Agreement Novelis Deutschland GmbH the Assignor. This shall also apply to the institution of legal action which the Collateral Agent considers necessary; 15.6 if the documents, books, records or electr...
Sample 1
UNDERTAKINGS OF THE ASSIGNOR. In addition to and without any prejudice to the provisions under this Agreement, the Credit Agreement and the Notes Documentation, the Assignor shall:
Sample 1
UNDERTAKINGS OF THE ASSIGNOR. (a) The Assignor undertakes to provide for the protection and maintenance of the Assigned Rights, in particular pay annual charges and/or other expenses necessary for the protection and maintenance of the Intellectual Property Rights, and to take any action required to ensure the validity of the Assigned Rights. Upon the Assignee's request the Assignor shall prove payment of the aforementioned annual charges and/or other expenses to the Assignees. The Assignees shall be entitled, although not obliged, to effect payment of such annual charges or other expenses themselves on behalf and for the account of the Assignor. The Assignor shall notify the Assignees immediately, if the Assignor knows or has reason to believe, that any or all of the Assigned Rights are impaired or endangered by any act or any party or third party. (b) The Assignee shall be entitled, although not obliged, to have the Intellectual Property Rights assigned to it under this Agreement registered under its name or the name of a third party appointed by it, at the Assignor's expense. Therefore the Assignor undertakes to declare upon the Assignee's request in each case its consent, attested by a public notary, to the reregistration of the Intellectual Property Rights. (c) The Assignor grants to the Assignees the right to inspect at any time its books and other documents and data in order to inspect the Assigned Rights.
Sample 1

Related to UNDERTAKINGS OF THE ASSIGNOR

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.

  • Representations of the Adviser The Adviser represents, warrants and further covenants as follows:

  • Obligations of the Adviser (a) The Adviser shall provide (or cause the Fund’s Custodian (as defined in Section 5 hereof, the Fund’s accountant and the Fund’s distributor) to provide) timely information to the Sub-Adviser regarding such matters as the composition of the Sub-Advised Assets, cash requirements and cash available for investment in the Sub-Advised Assets, and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities hereunder. (b) The Adviser has furnished the Sub-Adviser with a copy of the prospectus and statement of additional information of the Fund and it agrees during the continuance of this Agreement to furnish the Sub-Adviser copies of any revisions or supplements thereto at, or, if practicable, before the time the revisions or supplements become effective. The Adviser agrees to furnish the Sub-Adviser with copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information that the Sub-Adviser may reasonably request to enable it to perform its functions under this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF THE ASSUMING INSTITUTION The Assuming Institution represents and warrants to the Corporation and the Receiver as follows:

  • 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 OF THE ADVISOR (a) The Advisor shall use its best judgment and efforts in rendering the advice and services to the Fund as contemplated by this Agreement. (b) The Advisor shall maintain all licenses and registrations necessary to perform its duties hereunder in good order. (c) The Advisor shall conduct its operations at all times in conformance with the Advisers Act, the Investment Company Act, and any other applicable state and/or self-regulatory organization regulations. (d) The Advisor shall maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board of Trustees in connection with their approval of this Agreement.

  • REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S LIABILITY The Assignor represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder, (ii) such interest is free and clear of any adverse claim created by the Assignor and (iii) the execution and delivery of this Assignment Agreement by the Assignor is duly authorized. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of any Loan Document, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrower or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents, (iii) the financial condition or creditworthiness of the Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan Documents, (v) inspecting any of the property, books or records of the Borrower, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

  • Representations and Warranties of the Assignee The Assignee hereby represents and warrants to the Assignor as follows:

  • Representations and Warranties of the Assignor The Assignor hereby represents and warrants to the Assignee as follows:

  • Representations of the Purchaser The Purchaser represents and warrants to the Company as follows:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!