Your Undertakings. You undertake to abide by the regulations of the College as set out in the Student Handbook, including regulations concerning study, payment of fees and charges and residence (see paragraphs 11, 12, and 13 below). Failure to abide by these regulations may lead to the imposition of disciplinary measures, which may include suspension or termination of study. Procedures for disciplinary measures are explained in detail in the Student Handbook.
Your Undertakings. In exchange for the benefits provided to you under Paragraph 2, above, you agree as follows:
(A) You agree, on behalf of yourself, your heirs, successors, and assigns, to release the Company, its parents, subsidiaries, and affiliates and their respective past and present officers, directors, shareholders, members, partners, agents, insurers, and employees (“Released Parties”), from any claims arising on or before the date you sign this agreement. This includes, but is not limited to, giving up any claims related in any way to your employment by the Company, the decision to terminate your employment, termination of our employment relationship, and wages and other remuneration, including, but not limited to, any current or former bonus or other incentive plans or programs offered by the Company. This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by you. If you are age 40 or older, your acceptance of this agreement also will release any and all claims under the federal Age Discrimination in Employment Act. You should not construe this reference to age discrimination claims as in any way limiting the general and comprehensive nature of the release of claims provided under this Paragraph 3(A). You agree to waive and give up any benefit conferred on you by any order or judgment issued in connection with any proceeding filed against the Released Parties regarding any claim released in this agreement;
(B) You agree that, as a condition of your receipt of the benefits described in Paragraph 2, above, you have returned to the Company all of the records and property of the Company, the Released Parties (defined above) and their customers which you possess or over which you have direct or indirect control, including, but not limited to, all monies, records and files, credit cards, office keys, Company vehicles, cellular telephones, pagers or beepers, electronically encoded information such as computer disks, etc., and any and all passwords associated with any password-protected files or
(C) You agree that you will not disclose directly or indirectly the existence or terms of our agreement concerning these matters to any third party; provided, however, that following your obtaining a promise of confidentiality for the benefit of the Company from your tax preparer, accountant, attorney and spouse, you may disclose the terms of this agreement to such of these individuals who have made such a promise of...
Your Undertakings. You hereby agree that you will continue to use your best efforts and devote your full business time to the business and affairs of the Company and will use your best efforts to assist the Company in effecting the Restructuring.
Your Undertakings. Except as expressly set out in this XXXX or as permitted by any applicable mandatory law, you undertake:
Your Undertakings. 11.1 Unless prohibited by applicable law you will indemnify and hold harmless us, our authorised distributor and affiliates of any of the foregoing for all damages, losses and costs (including but not limited to reasonable attorneys’ costs and fees) arising out of your violation of this XXXX.
Your Undertakings. You undertake, for the duration of this Agreement and until you have discharged all monies owing to us, that:
10.1 after Notifying a Debt to us:
10.1.1 you will not vary the terms of the Contract of Sale, any payment terms or settlement discounts (if any);
10.1.2 you will promptly perform all your obligations to the Customer under the Contract of Sale and, at our request, provide satisfactory evidence of the complete performance of the Contract of Sale;
10.1.3 you will owe no obligations to the Customer other than under the Contract of Sale;
10.1.4 you will not agree with the Customer to allow any credit against the Debt or issue a credit note for a sum in excess of the Credit Note Limit; and
10.1.5 you will not issue or agree with the Customer to issue any credit note against the Debt if we have notified you that you must not do so;
10.2 you will not agree with a Customer better payment terms or settlement discounts (if any) than those specified in the Client Particulars without our prior written consent;
10.3 every Contract of Sale is subject to the law of England and Wales, provides for payment in Sterling (unless we have agreed in writing that your Customers may make payment of Debts in an Approved Currency) and such Contract of Sale does not include any prohibition against the assignment of the Debt or the Contract of Sale under which the Debt arises;
10.4 save as provided in condition 10.5, you will not include in any Invoice Schedule any Debt:
10.4.1 until the relevant Contract of Sale has been completely performed;
10.4.2 due from an Associate;
10.4.3 owed by a Customer from whom you purchase goods or services or with whom you have any contra accounting agreements;
10.4.4 which arises from a Contract of Sale containing terms that entitle the Customer to return the goods;
10.4.5 which is a Non-notifiable Debt;
10.4.6 in respect of which a payment has previously been made to you; or
10.4.7 which arises under a Contract of Sale providing for the supply of goods in instalments or provision of services on a periodic basis unless the Contract of Sale is divisible and the Customer has agreed to pay for each instalment delivery or period irrespective of the performance of your further obligations under the Contract of Sale;
10.5 you will Notify us separately of each Debt which:
10.5.1 does not comply with the undertakings and warranties contained in this Agreement providing particulars of the relevant undertakings and warranties with which you are unable t...
Your Undertakings. You undertake whilst Your Specified BEE Securities are Beneficially Owned by You or registered in Your name as an Own Name Client:
14.1. that You are a BEE Compliant Person;
14.2. at Your cost, to provide the CSDP, the Registered Shareholder, the IH, IHRS and the JSE Member on an annual basis and a Specified Issuer within 30 (thirty) days of its written request to You, with:
14.2.1. if You are a natural person, any documentation reasonably required by a Specified Issuer in order to satisfy itself that You are a BEE Compliant Person;
14.2.2. if You are not a natural person:
14.2.2.1. a BEE Certificate which is unexpired (to replace any BEE Certificate attached as Annexure D to This BEE Contract which has expired);
14.2.2.2. any other documentation reasonably required by the Issuer in order to satisfy itself that You are a BEE Compliant Person. For the sake of clarity, You shall not be obliged to furnish any Issuer other than a Specified Issuer with the aforegoing.
Your Undertakings. 22.1 You must ensure that you and those who you are responsible for including your Users:
a) only use the Portal Services for the intended purpose as contemplated under this Agreement and in accordance with the Agreement and at all times only for lawful purposes;
b) do not copy the Portal Software;
c) do not translate, adapt, vary or modify the Portal Software;
d) do not reverse engineer, decompile, or disassemble the Portal Software in an attempt to duplicate the Portal Software or imitate any of its functions or otherwise;
e) do not remove or obscure any copyright, trademark or other proprietary notice on the Portal Software and ensure that any back-up copy of the Portal Software includes Eftpos New Zealand’s copyright notice;
f) do not sell, lease, sub-licence, lend, assign, host or transfer, in whole or in part, or provide unlicensed third parties access to the Portal Software (including for hosting purposes) or purport to do any of these things without EFTPOS New Zealand’s prior written consent;
g) use all reasonable efforts to protect the Portal Software from unauthorised use, reproduction, distribution or publication and keep the Portal Software confidential;
h) accept and install all Updates notified to you by EFTPOS New Zealand at your own risk;
i) install, support and maintain appropriate anti-virus software and other network security measures to include, but not limited to, the use of firewalls as appropriate, in line with the PCI DSS requirements;
j) keep all login details and passwords secure at all times and ensure that the Portal Services are not accessed or used by any unauthorized user;
k) notify us immediately if any login details or passwords are misused, lost or stolen or used without authority or any other breach or potential breach of security;
l) do not access or attempt to access or use the Portal Services if Your permission or a User’s permission to access and use the Portal Services has been revoked; and
m) in any way which may compromise or impair the functionality or otherwise undermine the security or integrity of the Portal Services, Portal Software or any of EFTPOS New Zealand other systems or networks.
Your Undertakings. (a) You hereby agree that you will use your best efforts on a full business-time basis (taking into account your continuing obligations to the Company) to assist the Company and its subsidiaries and affiliates (collectively, the "Company Group") in effecting a Sale (as defined below) and in obtaining the highest practicable sale price for the Company. In performing such duties, you will act at the direction of the Board of Directors of the Company (the "Board") or its designee.
Your Undertakings. 10.1 You must ensure that you and those who you are responsible for:
a) do not copy the Software (other than for normal system operation or for back-up purposes);
b) do not translate, adapt, vary or modify the Software;
c) do not reverse engineer, decompile, or disassemble the Software in an attempt to duplicate the Software or imitate any of its functions or otherwise;
d) do not remove or obscure any copyright, trademark or other proprietary notice on the Software and ensure that any back-up copy of the Software includes EFTPOS New Zealand’s copyright notice;
e) do not sell, lease, sub-licence, lend, assign, host or transfer, in whole or in part, or provide unlicensed third parties access to the Software (including for hosting purposes) or purport to do any of these things without EFTPOS New Zealand’s prior written consent;
f) maintain accurate and up-to-date records of the number and location of all copies of the Software;
g) use all reasonable efforts to protect the Software from unauthorised use, reproduction, distribution or publication and keep the Software confidential;
h) accept and install all Updates notified to you by EFTPOS New Zealand.
