AFFIRMATION AND UNDERTAKING Sample Clauses

AFFIRMATION AND UNDERTAKING. This Affirmation and Undertaking is submitted pursuant to the Director Indemnification Agreement, dated as of , (the “Indemnification Agreement”), between Logility, Inc., a Georgia corporation (the “Company”), and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement. The undersigned hereby requests [payment], [advancement], [reimbursement] by the Company of Expenses which the undersigned [has incurred] [reasonably expects to incur] in connection with (the “Indemnifiable Claim”). The undersigned hereby affirms his or her good faith belief that either (1) he has met the relevant standard of conduct described in Section 14-2-851 of the Georgia Business Corporation Code (the “Code”) with respect to the matters, actions or events from which the Indemnifiable Claim arose or (2) the Indemnifiable Claim involves conduct for which liability has been eliminated under a provision of the Company’s articles of incorporation as authorized by paragraph (4) of subsection (b) of Section 14-2-202 of the Code. The undersigned hereby undertakes to repay the [payment], [advancement], [reimbursement] of Expenses made by the Company to or on behalf of the undersigned in response to the foregoing request if it is determined, following the final disposition of the Indemnifiable Claim and in accordance with Section 7 of the Indemnification Agreement, that the undersigned is not entitled to indemnification by the Company under the Indemnification Agreement with respect to the Indemnifiable Claim.
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AFFIRMATION AND UNDERTAKING. This Affirmation and Undertaking is submitted pursuant to the Director Indemnification Agreement, dated as of ___________ ___, ____ (the “Indemnification Agreement”), between Logility, Inc., a Georgia corporation (the “Company”), and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement. The undersigned hereby requests [payment], [advancement], [reimbursement] by the Company of Expenses which the undersigned [has incurred] [reasonably expects to incur] in connection with ______________________ (the “Indemnifiable Claim”). The undersigned hereby affirms his or her good faith belief that either (1) he has met the relevant standard of conduct described in Section 14-2-851 of the Georgia Business Corporation Code (the “Code”) with respect to the matters, actions or events from which the Indemnifiable Claim arose or (2) the Indemnifiable Claim involves conduct for which liability has been eliminated under a provision of the Company’s articles of incorporation as authorized by paragraph (4) of subsection (b) of Section 14-2-202 of the Code. The undersigned hereby undertakes to repay the [payment], [advancement], [reimbursement] of Expenses made by the Company to or on behalf of the undersigned in response to the foregoing request if it is determined, following the final disposition of the Indemnifiable Claim and in accordance with Section 7 of the Indemnification Agreement, that the undersigned is not entitled to indemnification by the Company under the Indemnification Agreement with respect to the Indemnifiable Claim.
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AFFIRMATION AND UNDERTAKING. This Undertaking is made on April 7th, 2010, pursuant to the Indemnification Agreement between RUBY TUESDAY, INC., a Georgia corporation (the Corporation”), and _____________________, an officer, member of the Board of Directors or other employee or agent of the Corporation (”Indemnitee”),
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AFFIRMATION AND UNDERTAKING. This Undertaking is made on _____________, pursuant to the Indemnification Agreement, dated as of October 25, 2013 (the “Indemnification Agreement”), between SED INTERNATIONAL HOLDINGS, INC., a Georgia corporation (the “Corporation”), and ______________ (“Indemnitee”). Capitalized terms used herein, but not defined, shall have the meaning given such terms in the Indemnification Agreement.
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AFFIRMATION AND UNDERTAKING. This Undertaking is made on ________________,_______, pursuant to the Indemnification Agreement between CHARTER FINANCIAL CORPORATION, a Maryland corporation (the “Corporation”), and ________________(“Indemnitee”).
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AFFIRMATION AND UNDERTAKING. All reasonable Expenses incurred by the Indemnitee in connection with a proceeding shall be paid by the Company from the first dollar, in advance of the final disposition of the proceeding and without the determination specified in Section 2.7 of this Agreement or Sections F or G of Article 2.02-1 of the Act, promptly upon receipt by the Company of:
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Related to AFFIRMATION AND UNDERTAKING

  • Representations and Undertakings 2.1. The Trust represents to the Distributor that all registration statements filed by the Trust with the SEC under the 1933 Act, with respect to Shares have been prepared in conformity with the requirements of the 1933 Act and rules and regulations of the SEC thereunder.

  • WARRANTIES AND UNDERTAKINGS 18.1 Each Party warrants to the other Party that:

  • Evaluation and Understanding It is capable of evaluating and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of this Agreement and each Transaction hereunder. It is also capable of assuming, and assumes, all financial and other risks of this Agreement and each Transaction hereunder.

  • Covenants and Undertakings The Grantor covenants and undertakes that:

  • WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS 6.1. The Supplier warrants, represents and undertakes to the Authority and to each of the Other Contracting Bodies for the duration of the Framework Period that:

  • REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 3.1 Each Party hereby represents and warrants to the other Party that, as of the date this Contract Amendment No. 15 is signed and as of the Effective Date of this Contract Amendment No. 15:

  • Ratification and Reaffirmation Each Borrower hereby ratifies and reaffirms the Obligations, each of the Loan Documents and all of such Borrower's covenants, duties, indebtedness and liabilities under the Loan Documents.

  • Assessment and Understanding It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

  • Ratification and Affirmation; Representations and Warranties Each Obligor hereby (a) acknowledges the terms of this Fifth Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Fifth Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment.

  • Reaffirmation of Representations The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Credit Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

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