CONTINUING UNDERTAKINGS Clause Samples
The "Continuing Undertakings" clause establishes that certain obligations or promises made by a party will remain in effect even after the main agreement has ended or specific transactions have been completed. Typically, these undertakings might include confidentiality, non-compete, or indemnity obligations that are intended to survive termination or expiration of the contract. By ensuring that key responsibilities persist beyond the contract's duration, this clause protects the interests of the parties and addresses issues that could arise after the formal relationship concludes.
CONTINUING UNDERTAKINGS. During the duration of the license granted hereunder, RMSS shall offer Maintenance for the RMSS Software for the fees set forth in Exhibit C hereto. A description of Maintenance services is set forth in Exhibit B hereto. Any related professional services shall be performed pursuant to further agreement between the parties.
CONTINUING UNDERTAKINGS. During the duration of the license granted hereunder, SoftPro shall offer Maintenance for the SoftPro Software for the fees set forth in Exhibit C hereto. A description of Maintenance services is set forth in Exhibit B hereto. Any related professional services shall be performed pursuant to Exhibit B of the MSA.
CONTINUING UNDERTAKINGS. Franchisor shall provide the following continuing services for the benefit of Franchisee:
CONTINUING UNDERTAKINGS. RMSS has no affirmative duties to Licensee hereunder with respect to the RMSS Software and Documentation. Licensee has elected not to contract for Maintenance Services relating to the Software hereunder and acknowledges that RMSS has no duty to offer same.
CONTINUING UNDERTAKINGS. The undertakings of each of the Partners under this Article 13 shall be continuing and remain in full force until all the obligations to the Holders have been paid and satisfied in full.
CONTINUING UNDERTAKINGS. 30.1 The undertakings contained in this Guarantee are continuing undertakings and shall remain in force notwithstanding:
(i) that any obligation of the Company in respect of the Notes may be void or unenforceable; or
(ii) the liquidation or dissolution of the Company or the appointment of a Receiver or Administrator of all or any part of the assets of the Company; or
(iii) that any action has been taken or not taken against the Company to enforce the Noteholders' rights under the Instrument (including the Conditions) or any judgment in respect thereof is obtained against the Company.
CONTINUING UNDERTAKINGS. Each Borrower undertakes as follows:
15.2.1 the business of such Borrower is and will continue to be restricted to the leasing of any Aircraft and the other transactions contemplated in respect thereof by the Transaction Documents (including Clause 15.2.2);
15.2.2 it has not entered into, and will not, without the prior written approval of the Facility Agent enter into, any contract or agreement with any person, and has not otherwise created or incurred, and will not, without the prior written approval of the Facility Agent otherwise create or incur, any liability to any person, in each case other than (i) as provided for, or contemplated by, the Transaction Documents executed or to be executed by it, (ii) such liabilities with respect to Taxes, ordinary costs and overhead expenses as have arisen or may arise in the ordinary course of its business as referred to in Clause 15.2.1 or (iii) contracts relating to corporate management, legal, insurance and technical advice and, in the event of any Lease Termination Event, the remarketing (for lease or sale) of an Aircraft;
15.2.3 it will obtain or cause to be obtained, maintain in full force and effect and comply in all material respects with the conditions and restrictions (if any) imposed in, or in connection with, every consent, authorisation, licence or approval of governmental or public bodies or authorities or courts and do, or cause to be done, all other acts and things, which may from time to time be necessary or desirable under Applicable Law for the continued due performance of all its obligations under the Transaction Documents;
15.2.4 it will promptly discharge or procure the discharge of all or any Taxes which are payable by it from time to time provided that, to the extent that, pursuant to a Lease Agreement, it is entitled to be indemnified by a Lessee in respect of a Tax and has made a demand on such Lessee for indemnification, such Borrower shall only be obliged to discharge such Tax when so indemnified;
15.2.5 it will not amend or terminate any Transaction Document to which it is a party without the prior written consent of the Facility Agent;
15.2.6 it will, if necessary (and subject to being indemnified for any cost or expense in so doing), take such actions and execute such additional documentation as the Security Trustee may reasonably require to perfect any or all of the Liens granted to the Security Trustee by the Security Documents;
15.2.7 upon the Disbursement Date, such Borrower shall...
CONTINUING UNDERTAKINGS. During the duration of the license granted hereunder, RMSS shall offer Maintenance for the RMSS Software for the fees set forth in Exhibit C hereto. A description of Maintenance services is set forth in Exhibit B hereto. Any related professional services shall be performed pursuant to further agreement between the parties. ______ initials ______ initials 8. INVOICING AND PAYMENTS, PAST DUE AMOUNTS, CURRENCY.
8.1 INVOICING AND PAYMENT REQUIREMENTS. RMSS shall invoice for such fees described in Exhibit C hereto as well as for any expenses and any other applicable charges incurred and owing hereunder. In accordance with this Section 8.1, Licensee shall pay RMSS the invoiced amount in full on or prior to the thirty (30) Days after Licensee's receipt of such invoice unless Licensee notifies RMSS within such period that it is in good faith disputing RMSS's invoice. Licensee shall make all payments to RMSS by check, credit card or wire transfer of immediately available funds to an account or accounts designated by RMSS. Payment in full shall not preclude later dispute of charges or adjustment of improper payments.
CONTINUING UNDERTAKINGS. 63 SECTION 13.04 No Set-Off............................................................. 63 SECTION 13.05 No Obligation to Take Action Against the Partnership................... 63 SECTION 13.06 Amendment.............................................................. 63 SECTION 13.07 Acknowledgment......................................................... 63 SECTION 13.08 No Merger or Waiver; Cumulative Remedies............................... 63 SECTION 13.09 Survival............................................................... 64 SECTION 13.10 Article 13 Agreement in Addition to Other Obligations.................. 64 SECTION 13.11 Severability........................................................... 64 SECTION 13.12 Successors and Assigns................................................. 64 EXHIBITS -------- Exhibit A Form of Security Exhibit B Form of Transfer Certificate Exhibit C Form of Guarantee INDENTURE dated as of October 24, 2005 by and among (a) RPM UNITED KINGDOM G.P. ("RPM UK"), a general partnership governed by the laws of England and Wales, by its general partners, RPM CANADA (Registered Name) ("RPM Canada"), a general partnership registered under the laws of the Province of Ontario, and RPM Canada Investment Company ("RPM Investment"), an unlimited company existing under the laws of the Province of Nova Scotia, each as a general partner (each, a "Partner" and collectively, the "Partners") of, and doing business in the name of, RPM UK, (b) RPM INTERNATIONAL INC., Delaware corporation, as parent guarantor (the "Guarantor") and (c) The Bank of New York Trust Company, N.A., a national banking association (the "Trustee"), and (d) solely for the purposes of Article 13, each of RPM Canada and RPM Investment in its own capacity. Under the law of England and Wales, RPM UK is a contractual relationship between the Partners and is not a legal entity and has no legal distinctive personality other than that of its Partners. This contractual relationship of the Partners acting in their capacities as general partners of, and doing business in the name of, RPM UK is hereinafter referred to as the "Partnership."