related undertaking means any undertaking in which any person has a
Undertakings as references to obligations under this Framework Agreement;
Disclosure Undertaking means the Continuing Disclosure Undertaking, dated as of the Dated Date, relating to certain obligations contained in the SEC Rule.
L/C Undertaking has the meaning set forth in Section 2.12(a).
Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.
Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.
Noncompetition Agreements as defined in Section 2.4(a)(iv).
Representations means the written Representations and Warranties provided by Borrower to Silicon referred to in the Schedule.
Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.
Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.
Standard Securitization Undertakings means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower that are customary in a Securitization Financing.
Shareholders' Agreements shall have the meaning provided in Section 5.05.
Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.
VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.
Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.
Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.
Warranties - means collectively any and all warranties (if any) given by the Bidder in terms of this agreement.
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.
Affiliate Subordination Agreement means an Affiliate Subordination Agreement in the form of Exhibit B pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.
Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;
Confidentiality Agreements shall have the meaning set forth in Section 6.7 hereof.
Representations and Warranties means the representations and warranties mentioned in Clause 4 hereto;
Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).
Indemnification Agreements shall have the meaning set forth in Section 6.01(a).
Contribution Agreements has the meaning set forth in the Recitals.