Undertaking Parties definition

Undertaking Parties means Diamond Resorts Corporation, Diamond Resorts Holdings, LLC and Diamond Resorts Parent, LLC.
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Examples of Undertaking Parties in a sentence

  • By executing this Agreement, the Parent Undertaking Parties, the U.S. Originators and the Seller agree to be bound by the provisions hereof (i) as they relate to the relative rights of the Bank Agent with respect to the property of the Parent Undertaking Parties and the U.S. Originators and (ii) as they relate to the relative rights of the U.S. Originators and the Program Agent as creditors of the Seller.

  • The successors and assigns for the Parent Undertaking Parties, the Originators and the Seller shall include a debtor-in-possession or trustee of or for such party.

  • The Bank Agent and the Program Agent have entered into their respective agreements with the Parent Undertaking Parties, the U.S. Originators or the Seller, as applicable, based upon their own independent investigations.

  • The Parent Undertaking Parties shall not have the right to assign this Agreement or any or all of its respective rights or obligations hereunder or any interest herein to any Person except either (i) in connection with a merger or consolidation permitted under Section 6(e) or (ii) with the prior written consent of each Purchaser.

  • By executing this Agreement, the Parent Undertaking Parties, the Originators and the Seller agree to be bound by the provisions hereof (i) as they relate to the relative rights of the Bank Agent with respect to the property of the Parent Undertaking Parties and the Originators and (ii) as they relate to the relative rights of the Originators and the Program Agent as creditors of the Seller.

  • The Parent Undertaking Parties, jointly and severally, undertake and agree that the Obligations will be paid and performed strictly in accordance with the terms of the Transaction Documents and each other document delivered in connection therewith, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Indemnified Party with respect thereto.

  • The successors and assigns for the Parent Undertaking Parties, the U.S. Originators and the Seller shall include a debtor-in-possession or trustee of or for such party.

  • The Bank Agent and the Program Agent have entered into their respective agreements with the Parent Undertaking Parties, the Originators or the Seller, as applicable, based upon their own independent investigations.

  • Should the performance of the Target Company fail to achieve the Guaranteed Profits, Profit Compensation is required to be made by the Undertaking Parties.

  • Upon completion of the Offer, the number of Shares held by HWKFE will remain unchanged, but its shareholding may increase from 43.86% to 76.50% (assuming none of the Share Options and the Warrants II are exercised and all Shareholders (except for the Undertaking Parties) accept the Offer in full on or before the closing of the Offer), thereby resulting in an increase by more than 2% in the relevant 12-month period under Rule 26.1 of the Takeovers Code.

Related to Undertaking Parties

  • Disclosure Undertaking means the Continuing Disclosure Undertaking, dated as of the Dated Date, relating to certain obligations contained in the SEC Rule.

  • Undertaking Letter The letter in substantially the form set forth in Exhibit C of the Trust Agreement.

  • Financing Parties means Parties financing the Project, pursuant to Financing Documents.

  • Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Borrower and the Agent.

  • Certification Parties As defined in Section 11.09.

  • 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.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Investor Parties has the meaning set forth in the Preamble.

  • Contractor Parties means a Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract (e.g. subcontractor) and the Contractor intends for such other person or entity to perform under the Contract in any capacity. For the purpose of this Contract, vendors of support services, not otherwise known as human service providers or educators, shall not be considered subcontractors, e.g. lawn care, unless such activity is considered part of a training, vocational or educational program.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

  • L/C Undertaking has the meaning set forth in Section 2.12(a).

  • Selling Parties shall have the meaning specified in the preamble.

  • Settling Parties means the Defendants and the Class Representatives, on behalf of themselves, the Plan, and each of the Class Members.

  • parent undertaking means a parent undertaking as defined in point (15)(a) of Article 4(1) of Regulation (EU) No 575/2013;

  • Contracting Parties has the meaning set forth in Section 9.14.

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.

  • Transaction Parties As defined in Section 5.3(o).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • 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.

  • Warrantors means the Founders, the Founder Holdcos and the Group Companies.

  • Confidentiality Agreements shall have the meaning set forth in Section 6.7 hereof.

  • Initial Guarantors shall have the meaning set forth in the preamble.

  • Buyer Parties has the meaning set forth in the Preamble.