Perform Contracts that it shall, at its expense, in a timely and commercially reasonable manner, fully perform and comply with all provisions, covenants and other undertakings required to be observed by it under each Contract relating to the Purchased Receivables;
Perform Contracts. Each Seller will perform all its obligations under the Contracts related to the Purchased Receivables to the same extent as if such Purchased Receivables had not been sold pursuant to this Agreement and the exercise by either the Operating Agent or the Buyer of its rights hereunder will not relieve such Seller from such obligations.
Perform Contracts. Seller will perform in all material respects the obligations to be performed under all the contracts and documents of or relating to the Business.
Perform Contracts. Each US Originator shall perform and comply with all material provisions, covenants and other obligations required to be observed by it under each Contract relating to US Receivables contributed by it in full and on a timely basis and the exercise by the US Master Purchaser of its rights under this Agreement shall not relieve such US Originator of such obligations;
Perform Contracts. Exide Funding will procure that each Originator will perform all its obligations under the Contracts related to the Paid Receivables to the same extent as if such Paid Receivables had not been sold pursuant to this Agreement and the exercise by either the Operating Agent or the Buyer of its rights hereunder will not relieve any Originator or Exide Funding from such obligations.
Perform Contracts. The relevant Dutch Originator shall perform and comply with all material provisions, covenants and other obligations required to be observed by it under each Contract relating to Dutch Receivables in full and on a timely basis and the exercise by the European Receivables Warehouse Company of its rights under this Agreement shall not relieve the Dutch Originator of such obligations.
Perform Contracts. Between the date hereof and the Closing, Seller shall cause each member of the SI Group to perform all obligations to be performed under all the Contracts, leases and documents relating to the properties and the Business, consistently with past practice.
Perform Contracts. 28 3.1.3 Employment Agreement with Seller........... 28 3.1.4 Non-Competition............................ 28 3.1.5 Directors.................................. 29 3.1.6 Customers/Suppliers Transition............. 29 3.1.7 Shares..................................... 30 3.1.8 Access to Information...................... 30 3.2
Perform Contracts. Seller will perform in all material respects the obligations to be performed under all the contracts and documents of or relating to the R&D. Furthermore, Seller shall devote reasonable effort and resources towards the completion of the Existing Projects, [***] until the Closing. Seller shall place all output from the Existing Projects, [***] into escrow in the name of Purchaser with a third-party escrow agent mutually agreed by the Parties for ultimate release to the Purchaser upon the earlier of Completion of each Project or the commencement of bankruptcy proceedings in respect of the Seller. The escrow shall be established by execution of an escrow agreement substantially in the form attached hereto as Schedule 1.14(d)(1). For the avoidance of doubt, if the Closing does not occur and this Agreement is thus terminated, Seller shall remain obligated to complete the Existing Projects, [***] as provided in their respective agreements. Seller shall provide a letter of guarantee to Purchaser whereby, in the event Seller has failed to fulfill its obligations under the Existing Projects, [***], Seller shall transfer to Purchaser without consideration and with no cost to the Purchaser all necessary intellectual property rights (the ”Designs”) so as to allow Purchaser to manufacture, use and sell CDMA 450Mhz products, (Model Nos. GSD-430, GSD-456) and PCMCIA Card (Model No. GPM 200). For the purpose of this letter of guarantee, upon the execution of this Agreement or as soon as practicable but no later than five (5) Business Days from the execution of this Agreement, Seller agrees to transfer the titles to the Designs to a third-party escrow agent chosen by Purchaser as collateral, and Purchaser shall then grant or shall cause the escrow agent to grant to Seller without consideration and with no cost to Seller an exclusive, transferable (such transfer is subject to Purchaser’s consent which shall not be unreasonably withheld or delayed), and royalty-free license to use the Designs without any restrictions unless and until Seller fails to Complete the Existing Projects, [***] by the due date under the relevant agreement for each product, at which time, subject to the terms and conditions of the escrow agreement, the escrow agent shall transfer the titles to the Designs to Purchaser; provided, however, that Purchaser shall transfer or shall cause the escrow agent to transfer the title to the Designs back to Seller upon the Completion of the Existing Projects, [***]...
Perform Contracts. The Company and its Subsidiaries shall perform all of its obligations under the Contracts in all material respects.
