Undertakings of the Parties Sample Clauses

Undertakings of the Parties. 3.1 In the context of discussions, preparations or negotiations, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party agrees to use the Confidential Information solely in connection with purposes contemplated between the Parties in this Agreement and not to use it for any other purpose without the prior written consent of the Disclosing Party. 3.2 The Receiving Party will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Receiving Party will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. The Receiving Party will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents. 3.3 The Receiving Party will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit. 3.4 The Receiving party will not disclose Confidential Information received to third parties unless otherwise agreed. 3.5 The parties shall treat all Confidential Information with the same degree of care as they give to their own confidential information. 3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Disclosing Party, and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Receiving Party a licence expressly or by implication under any patent, copyright or other intellectual property right. The Receiving Party hereby acknowledges and confirms that all existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Disclosing Party. For the sake of clarity based in reciprocity and good faith of the Parties, the Receiving Party will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise...

Undertakings of the Parties. The Contractor’s Undertaking 3.1 The Contractor shall execute the Engagement with such proficiency and care as follows from applicable laws, ordinances and regulations and from generally accepted standards in the industry. 3.2 The Contractor is not liable for conclusions or recommendations based on incorrect or deficient information from the Client or a third party engaged by the Client. If there are evident reasons for the Contractor to assume

Undertakings of the Parties. Addax shall pay to ERHC by wire transfer of readily available funds, (i) no later than ten (10) days after the execution of this Agreement, the sum of One Million Three Hundred and Fifty Thousand US dollars (US$ 1,350,000), and (ii) no later than ten (10) days after the execution of the PSC in respect of Block 4 or the acquisition of the Assigned Interest by Addax, whichever is later, the sum of Sixteen Million Six Hundred and Fifty Thousand US dollars (US$16,650,000).

Undertakings of the Parties. During the Term (as defined herein) of this Agreement and for five (5) years thereafter, each Party: (a) shall treat as confidential all Confidential Information provided to the receiving Party by the disclosing Party; (b) shall not use such Confidential Information except as expressly permitted under the terms of this Agreement or otherwise authorized in writing by the disclosing Party; (c) shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of such Confidential Information; and (d) shall not disclose such Confidential Information to any Third Party unless it is necessary to fulfill one or more obligations expressly required by this Agreement, and unless such Third Party has agreed in writing to be bound by terms of confidentiality at least equivalent to those set forth in this Article 11, except that the period during which such information is to remain confidential may be reasonable and customary under the circumstances. Without limiting the foregoing, each of the Parties shall use at least the same procedures and degree of care to prevent the disclosure of the other Party’s Confidential Information as it uses to prevent the disclosure of its own confidential information of like importance, and shall in any event use no less than reasonable procedures and a reasonable degree of care; provided, that such obligations shall not apply to any information that is: (i) independently developed by such Party outside the scope and not in violation of this Agreement, as evidenced by such Party’s contemporaneous written records; (ii) in the public domain at the time of its receipt or thereafter becomes part of the public domain through no fault of the recipient; (iii) received without an obligation of confidentiality from a Third Party having the right to disclose such information; (iv) released from the restrictions of this Section 11.1 by the express written consent of the disclosing Party; (v) disclosed to any Affiliate, sublicensee or subcontractor (including potential sublicensees or subcontractors) of such Party hereunder; provided that such Affiliate, sublicensee or subcontractor or potential sublicensee or subcontractor agrees to be bound by the provisions of this Section 11.1 or similar provisions in a separate confidentiality agreement; or (vi) required by law, statute, rule or court order to be disclosed (the disclosing Party shall, however, use reasonable efforts to obtain confidential treatment ...

Undertakings of the Parties. Wxxxx and CVB further agree as follows: (a) This Merger Agreement shall be submitted to the shareholders of CVB and, if required by law, Wxxxx for approval and adoption at separate meetings to be called and held in accordance with law and the Articles of Incorporation and Code of Regulations of CVB and Wxxxx. (b) Wxxxx and CVB will cooperate in the preparation by Wxxxx of the application to the Board of Governors of the Federal Reserve System (the "Board") under the appropriate provisions of Section 3 of the Bank Holding Company Act of 1956, as amended, and to any other state or federal regulatory agency which may be required to facilitate the Merger. Wxxxx will file such applications within seventy-five (75) days after the date of this Merger Agreement and shall forward a copy of such applications to CVB and its counsel upon filing. Wxxxx and CVB will cooperate in the preparation of proxy and registration statements under federal and state securities laws so as to facilitate the exchange of shares as contemplated by this Merger Agreement. (c) Each party will assume and pay all of its fees and expenses incurred by it incident to the negotiation, preparation and execution of this Agreement, obtaining of the requisite regulatory and shareholder consents and approvals and all other acts incidental to, contemplated by or in pursuance of this Agreement. Wxxxx shall promptly prepare and file at no expense to CVB: (i) any and all required regulatory applications necessary in connection with the transactions contemplated by this Agreement; and (ii) an S-4 Registration Statement to be filed with the Securities and Exchange Commission to register the shares of Wxxxx Common Stock to be issued in connection with the transactions contemplated by this Agreement. Such registration statement will not cover resales by any persons who may be considered "underwriters" under Rule 145(c) of the Securities Act of 1933, as amended (the "1933 Act"). Wxxxx will also take any action required to be taken under any applicable state securities or "Blue Sky" laws in connection with the Merger. Wxxxx will provide CVB and it counsel with a copy of the S-4 Registration Statement for review and comment prior to filing with the Securities and Exchange Commission. (d) All information furnished by one party to another party in connection with this Merger Agreement and the transactions contemplated hereby will be kept confidential by such other party and will be used only in connection with th...

Undertakings of the Parties. That for in consideration of the mutual agreements, covenants and undertakings herein above and hereinafter set out, the parties do hereby agree as follows:

Undertakings of the Parties. 2.1 Undertakings of the Seller: The Seller hereby binds Itself, Its representatives, Its Approved Subsidiaries (hereinafter collectively referred to as the “Entities Using the Site”). It hereby undertakes that the Entities Using the Site shall comply with all undertakings set forth in this Agreement, as well as with the access procedures and documentation provided by the Purchaser to the Seller. As a result, the Seller shall be liable for any activities and liabilities incurred by the Entitles Using the Site. 2.2 Undertakings of the Purchaser: The Purchaser hereby agrees to grant the Seller access to the Site and Services using SSL (Secure Socket Layer) technology or any other data encryption technology for the duration of this Agreement 2.3 The Purchaser hereby agrees to provide to the Seller the key and .access procedures (the “Access Key”) as are more particular described In 5 herein, as well as the documentation necessary for the use of the Site within one (1) month of the signature of this Agreement by the Seller.

Undertakings of the Parties. 8.1.1 The Parties undertake and agree to do all things necessary, including without limitation giving all necessary instructions and directions to the Directors nominated by them pursuant to Section 14.1, and shall ensure that the Directors pass resolutions which may from time to time be necessary to ensure preparing and submitting all application documents to the Examination and Approval Authority, the Registration Authority and other relevant Government Authority for the establishment of the Joint Venture; and all such document are true and accurate. 8.1.2 The Parties attend to all matters which are necessary for and instrumental to the completion of all the formalities for the establishment of the Joint Venture, including, but not limited to, the following: (a) passing a Board resolution authorizing the investment in the PRC in the form of a cooperative joint venture on terms set out in this Contract and the Articles of Association; (b) preparing and submitting all relevant documents to the relevant Government Authority; and (c) making all required contributions to the Registered Capital and providing the Cooperative Condition to the Joint Venture in accordance with this Contract and the Articles of Association.

Undertakings of the Parties. (a) If in the course of processing the Application, the JDA requests the Parties to revise the terms offered under such Application, the Parties shall endeavor to agree unanimously on a response to the proposed revisions within the time frame allowed under the circumstances. If the Parties are unable to so agree, then Pioneer may propose such terms as it deems most likely to satisfy the JDA and may proceed with negotiations. (b) If the Application is successful, the Parties thereto shall proceed to negotiate in good faith and execute a PSC with the JDA. Pioneer shall act as the lead negotiator for the Parties during the negotiation of the PSC. Pioneer shall promptly advise ERHC of upcoming meetings with the JDA, consult with ERHC regarding strategy, and otherwise advise ERHC of the progress of negotiations. Each of such Parties shall be entitled to be present at and participate in all negotiations with the JDA. Nothing contained herein shall be deemed to obligate Pioneer to execute the PSC if, in its sole discretion, it decides not to. However, if Pioneer notifies ERHC in writing that it will not accept the Assignment, and ERHC notifies Pioneer in writing that it desires to execute the PSC, Pioneer shall assign all of its rights under this Agreement to ERHC, free and clear of any encumbrances of any sort created by Pioneer, and this Agreement shall terminate and neither Party shall have any further obligations to the other Party. (c) Neither Party shall have the right to bind the other Party without such Party's prior written approval. (d) Each Party shall bear its own costs related to the negotiation and execution of the agreements contemplated by this Agreement. (e) Neither Party nor any of its Affiliates shall, for a period of two (2) years after the Effective Date, enter into any agreement with any entity or person pursuant to which a Party acquires an interest in Block 2 other than through the PSC, JOA and other agreements that are contemplated by this Agreement. Without prejudice to any other remedies either Party may have, if any Party acquires such an interest in violation of this undertaking, it shall forthwith notify the other Party and, upon request, assign or cause to be assigned all of the interest so acquired to the other Party for the same consideration paid by such Party or its Affiliate to the entity from whom such interest was acquired. (f) During the Earning Period Pioneer shall be entitled to vote on behalf of ERHC the Participating Int...

Undertakings of the Parties. Each of the Program Agent and the Purchaser agree that if the Distributor is replaced as principal distributor for any Fund, any Advisor is replaced as investment advisor for any Fund or the investment advisor for any proposed Additional Fund is not an Advisor hereunder, they shall at the request of the Seller consider in good faith entering into mutually satisfactory amendments to the Program Documents so as to permit Receivables to continue to be purchased hereunder. It being understood that the Purchaser and the Program Agent shall not be obligated to consent to any such amendment and that the decision to consent to any such amendment will be subject to their due diligence review of any such successor or additional party.