Buyer Undertaking. Buyer shall vote or cause to be voted all shares of Common Stock and any other voting securities of the Company Owned by it (whether or not acquired in connection with the transactions contemplated by the Transaction Documents), and shall take all other actions necessary, to cause the election of directors pursuant to Article II hereof, to otherwise ensure that the Company be governed at all times consistent with the governance principles contained in this Agreement and to ensure the fulfillment of the other obligations of the Norilsk Nickel Group set forth in this Agreement.
Buyer Undertaking. Buyer hereby agrees to take whatever additional actions and execute whatever additional documents Seller may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on Buyer pursuant to the express provisions of this Agreement.
Buyer Undertaking. The Buyer agrees to: I II [ ] (a) Apply for approval of the assumption or funding of the loan proceeds described in Section 2 by completing, signing, and delivering to the Lender the initial loan application and documentation requited by the Lender and by paying all fees as required by the Lender (including appraisal fee) no later than n/a calendar days after Acceptance; and _______ _______ [ ] (b) No later than n /a calendar days after Acceptance, obtain from the Lender to whom application is made under subsection (a) a written commitment to approve the assumption of the existing loan or to fund the new loan subject only to changes of conditions in Buyer's credit worthiness and to normal loan dosing procedures; or, if Buyer elects, providing the Seller with absolute assurances within the same tithe frame, that the proceeds required for funding the Total Purchase Price are available. _______ _______ These Buyer Undertakings are at the sole expense of the Buyer and are material elements of this Contract for the bent of both the Buyer and the Seller. If Buyer does not initiate any Buyer Undertaking and provide Seller with written confirmation in the time agreed above, the Seller may either waive the particular Buyer Undertaking requirement by taking no timely action or the Seller may notify the Buyer in writing withinn/a calendar days of the expiration of the particular undertaking tithe period that the Buyer is in Default under this Contract and that the remedies under Section 16 are at the Seller's disposal. The holder of the Xxxxxxx Money Deposit shall, upon receipt of a copy of Seller's written notice, deliver to the Seller the Xxxxxxx Money Deposit without the requirement of further written authorization from the Buyer. 7.3
Buyer Undertaking. Whenever this Agreement requires any Buyer Party (including any Share Buyer or any other Affiliate of Buyer) to take any action, where applicable or necessary to give effect to the obligations of such Buyer Party under this Agreement and the performance thereof, such requirement shall be deemed to include an undertaking on the part of Buyer to take such action or to cause such action to be taken.
Buyer Undertaking. Buyer hereby assumes and agrees timely to pay ------------------ and perform all of the Assumed Liabilities. Other than as specifically stated herein or in the Option Agreement, Buyer assumes no debt, liability or obligation of Seller other than such Assumed Liabilities.
Buyer Undertaking. Praha Employees and [***] Each of the Buyer and the NVAX Guarantor undertakes to the Sellers and the CPG Guarantor that save with the prior written consent of the CPG Guarantor, it will not and will procure that no member of the NVAX Group will use in any material respect any Know-how in the possession of any person who is at the date of this Deed an employee of the Company to [***].
