Undertakings of the Sellers Sample Clauses

Undertakings of the Sellers. 4.1.1 Except so far as may be necessary to give effect to this Agreement, the Sellers undertake to procure and ensure that, between the date of this Agreement and Closing, except with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed), the Sellers shall comply with the pre-closing covenants as set out in Schedule 2 (“Pre-Closing Covenants”). 4.1.2 The Sellers undertake to procure that the Company shall not, in respect of any of the undertakings set out in this Clause 4.1, in so far as they are applicable, do or knowingly permit to be done, whether in a single transaction or a series of transactions, related or not, any acts, payments, advances, disposals, disbursements, loans or otherwise which would defeat the purpose and intention of the above undertakings.
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Undertakings of the Sellers. 9.1.1 The Sellers represent and undertake to the Buyer that the statements listed in Appendix VIII (Undertakings of the Sellers) are true and accurate at the time of signing. 9.1.2 The Sellers represent and undertake to the Buyer and the statements listed in Appendix VIII (Undertakings of the Sellers) remain true and accurate on the Closing Date, as if each of the statements is completely restated on the Closing Date. 9.1.3 The Sellers represent and undertake to the Buyer that the following interested parties do not have any relationship with the Sellers’ capital contribution to the Target Company and the transferred business and assets, or have terminated such relationship: (a) the owners of the Original Company (including but not limited to the creditors of the Original Company, product/service providers, etc.); (b) the owner of the Sellers (including but not limited to the person who appointed a nominee for the equity, creditors, etc.); In the event that any third party claims any rights against the Target Company, or against the shareholders or assets of the Target Company, the Sellers shall assume all responsibilities; and indemnify for any loss suffered by the Target Company. 9.1.4 The Sellers represent and undertake to the Buyer that the contribution of the Sellers to the Target Company is actual capital contribution made by it, and that there is no nominee arrangement, neither there is any risks involving any third party claiming any rights or disputes over any equity or property of the Target Company.
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Undertakings of the Sellers. During the period from and including the date hereof until and including the Closing Date, each of the Sellers undertakes not to exercise any of its rights under the Organizational Documents of the Target and/or under the Existing Shareholders’ Agreements to which it is a party that may prevent the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, pursuant to this Section 2.1, no Seller shall have the right to exercise its put option or call option under the Existing Shareholders’ Agreements.
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Undertakings of the Sellers. (a) Except as otherwise provided for in this Section 4.01 or in other Paragraphs, Sections or Articles to, this Agreement, or otherwise approved in writing by the Purchaser after the date hereof (which approval cannot be unreasonably withheld or delayed), during the period from the date of this Agreement to the Closing Date (the “Interim Period”) the Sellers shall take all reasonable actions within its powers to the extent permitted under applicable Law (including by voting of its Target shares) to cause the Companies (i) to conduct the Business in the ordinary course substantially consistent with past practice, and (ii) not to enter into any agreement, or incur any obligation, liability or indebtedness which could reasonably be expected to have a Material Adverse Effect. (b) In particular (without prejudice to the Sellers’ obligations in Paragraph (a) above), the Sellers shall also, subject to the aforesaid exceptions, cause the Companies not to: (i) in a single transaction or a series of connected transactions, sell, transfer, pledge, mortgage, lease or grant any option over any assets (including loans) or properties, which individually or together, have a value in excess of USD15,000,000, other than the transfer of the Take-Out Assets in accordance with the terms as set forth in this Agreement and the Reorganization Agreements, provided however that any sale or transfer on arm’s length terms from a Company to another Company shall be permitted without restrictions; (ii) materially increase the compensation payable or to become payable to any employee or consultant, other than increases made in accordance with normal past practice taking into account the current competitive market conditions or mandated by law or collective bargaining agreements, or which is otherwise, in all material respects, in accordance with any budget relating to the Companies (copies of which are included in the Data Room Documents and appended hereto as Schedule 4.01(b)(ii)), or dismiss or give notice to any of the Key Managers; (iii) make, incur or commit to any single capital expenditure (or series of connected capital expenditures) exceeding USD4,000,000 which is not provided for in, or is inconsistent with, any budget relating to the Companies (copies of which are included in the Data Room Documents and appended hereto as Schedule 4.01(b)(ii)) or which is otherwise outside the ordinary course of business; (iv) acquire or dispose, in any form, participations in the equity of o...
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Undertakings of the Sellers. The Sellers hereby make the following representations and warranties to the Purchaser, provided that the Sellers shall not be liable under the representations and warranties set forth in this Article VI (other than the representations and warranties set forth in Section 6.01.04 and Sections 6.01.05(b) to (e) inclusive) in respect of any events or circumstances fairly disclosed (A) in this Agreement or in any Schedules attached to this Agreement (including the correspondence and other documents sent or delivered to the Purchaser listed in Schedule 6.01); (B) in writing before the execution of this Agreement to the Purchaser, its representatives, directors, auditors, employees, advisors or officers by the Sellers or their representatives, directors, auditors, employees, advisors or officers, or (C) in the Data Room Documents.
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Undertakings of the Sellers. Each of the Sellers hereby irrevocably undertakes and agrees to and with AF that: a. unless and until the Exchange Offer lapses or is withdrawn or the Sellers’ obligations under this undertaking lapse in accordance with this Agreement, each Seller will not sell, transfer, charge, pledge or grant any option over or otherwise dispose of, or bring about a transaction in, any of the Priority Shares; b. unless and until the Exchange Offer lapses or is withdrawn, each Seller (excluding KL) shall vote on the Priority Shares in favour of or against any resolution or abstain from voting on any resolution as directed by AF, at any general meeting of KL at which the Sellers are entitled to vote; and c. the public announcement which unequivocally states the intention of AF to make the Exchange Offer, and any further announcements as made by AF alone or in conjunction with KL, may incorporate a reference to the Sellers and to the terms of this undertaking, and, in accordance with the rules of the Securities Markets Supervision Act (Wet toezicht effectenverkeer 1995) and the Securities Markets Supervision Decree (Besluit toezicht effectenverkeer 1995) and/or applicable Euronext Amsterdam N.V. regulations, the offer document will refer to this Agreement.
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Undertakings of the Sellers 
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Related to Undertakings of the Sellers

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Obligations of the Seller The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2024-B Exchange Note or any 2024-B Lease or 2024-B Vehicle allocated to the 2024-B Reference Pool.

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Responsibilities of the Seller (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder. (b) WESCO hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, WESCO shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that WESCO conducted such data-processing functions while it acted as the Servicer.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • Indemnification of the Seller the Backup Servicer, the Collateral Custodian, the Deal Agent and the Purchasers. The Servicer shall indemnify and hold harmless the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent and each Purchaser and their respective officers, directors, employees and agents (collectively, the "Indemnified Persons") from and against any loss, liability, expense, damage or injury suffered or sustained by any Indemnified Person by reason of any acts, omissions or alleged acts or omissions of the Servicer, including, but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, but excluding allocations of overhead expenses of any such Indemnified Party or other non-monetary damages of any such Indemnified Party. Notwithstanding the foregoing, the Servicer shall not indemnify an Indemnified Person if such loss, liability, expense, damage or injury results or arises (i) as a result of fraud, gross negligence or breach of fiduciary duty by such Indemnified Person; and (ii) under any Tax law, including without limitation any federal, state or local income or franchise taxes or any other Tax imposed on or measured by income (or any interest or penalties with respect thereto or arising from a failure to comply therewith) required to be paid by the Seller, the Backup Servicer, the Collateral Custodian, the Deal Agent, the Liquidity Agent or the Purchasers in connection herewith to any taxing authority. The provisions of this indemnity shall run directly to and be enforceable by an injured party subject to the limitations hereof. If the Servicer has made any indemnity payment pursuant to this Section 8.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, the recipient shall repay to the Servicer an amount equal to the amount it has collected from others in respect of such indemnified amounts. If for any reason the indemnification provided above in this Section 6.19 is unavailable to the Indemnified Person or is insufficient to hold an Indemnified Person harmless, then Servicer shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Person on the one hand and Servicer on the other hand but also the relative fault of such Indemnified Person as well as any other relevant equitable considerations. The parties hereto agree that the provisions of this Section 6.19 shall not be interpreted to provide recourse to the Seller against loss by reason of the bankruptcy or insolvency (or other credit condition) of, or default by, related Obligor on, any Pool Asset. Any indemnification pursuant to this Section shall not be payable from the Assets. The obligations of the Servicer under this Section 6.19 shall survive the resignation or removal of the Deal Agent, the Liquidity Agent, the Backup Servicer or the Collateral Custodian and the termination of this Agreement.

  • Covenants of the Sellers Each Seller, severally and not jointly, covenants with each Underwriter as follows: (a) Each Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.

  • Covenants of the Stockholders Each of the Stockholders hereby covenants and agrees that:

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