Undertakings of the Warrantors Sample Clauses

Undertakings of the Warrantors. 7.1 The Warrantors undertake to the Buyer for itself and as agent and trustee for the Company, that each of them will not do any of the following things: 7.1.1 for a period of two years starting on the Completion Date, either alone or jointly with, through or as adviser to, or agent of, or manager for, any person directly or indirectly carry on or be engaged, concerned or interested in or assist a business which competes, directly or indirectly, with a business of the Company as carried on at the Completion Date or at any time in the twelve months prior to that date in a territory in which that business is, or was carried on, at any such date or time; 7.1.2 for a period of two years starting on the Completion Date, do or say anything which is harmful to the goodwill of the Company or which may lead a person who has dealt with the Company at any time during the twelve months prior to the Completion Date to cease to deal with the Company on substantially equivalent terms to those previously offered or at all; 7.1.3 for a period of two years starting on the Completion Date, other than in the ordinary course of its business, on its own account or in conjunction with or on behalf of any other person in respect of the products or services of the Company's business either seek to obtain orders from, or do business with, or encourage directly or indirectly another person to obtain orders from or do business with, a person who has been a customer of the Company at any time during the twelve months prior to the Completion Date; 7.1.4 for a period of two years starting on the Completion Date, engage, employ, solicit or contact with a view to his engagement or employment by another person, a director, officer, executive, employee or manager of the Company or a person who was a director, officer, executive, employee or manager of the Company at any time during the twelve months prior to the Completion Date (save that this restriction in this clause 7.1.4 shall not apply to Guy Xxxxxx), xn either case where the person in question either has Confidential Information or would be in a position to exploit the Company's trade connections; or 7.1.5 for a period of two years starting on the Completion Date, seek to contract with or engage (in such a way as to affect adversely the Company's business) a person who has been contracted with or engaged to manufacture, assemble,
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Undertakings of the Warrantors. 14 8 INDEBTEDNESS.............................................................15
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Undertakings of the Warrantors 
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Related to Undertakings of the Warrantors

  • UNDERTAKINGS OF THE PLEDGOR Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee: 8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee. 8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.

  • 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.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Covenants of the Selling Shareholders Each Selling Shareholder further covenants and agrees with each Underwriter:

  • Indemnification of Company, Directors and Officers and Selling Shareholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

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

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

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