Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller which Seller may grant or withhold in its sole discretion. Purchaser’s breach of the terms of this Section 6.2 shall constitute a material breach under this Agreement entitling Seller to exercise its rights under Section 17.2 hereof. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretion. Purchaser and Purchaser’s Representatives shall, in performing its Basic Project Inspection, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection to any governmental or quasi-governmental authority under any circumstances except to the extent required by any applicable statute, law, regulation or governmental authority without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretion. Purchaser and Purchaser’s Representatives shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $2,000,000.00 covering any accident arising in connection with the presence of Purchaser and Purchaser’s Representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an ...
Purchaser’s Undertaking. The Purchaser hereby agrees to take whatever additional actions and execute whatever additional documents the Company 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 the Purchaser pursuant to the express provisions of this Agreement and the Plan.
Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations, interviews and inspections performed at the Project pursuant to this SECTION 6 to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the Project's Tenants. In the event that, as a result of Purchaser's exercise of its rights under this SECTION 6, any damage occurs to the Project, then Purchaser shall promptly repair such damage at Purchaser's sole cost and expense. Purchaser hereby indemnifies, protects, defends and holds Seller harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses that Seller suffers or incurs as a result of the right of inspection granted under this SECTION 6. Notwithstanding anything contained herein to the contrary, Purchaser's obligations under this SECTION 6.3 shall survive the Closing and any termination of this Agreement.
Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections (including, but not limited to, the Assessment and any Additional Assessment), performed at the Project pursuant to this SECTION 6 to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the Project's tenant(s). Further, in connection with Purchaser's exercise of its rights under this Agreement, if the Closing fails to occur for any reason whatsoever, Purchaser hereby covenants and agrees to repair any physical damage that occurs to the Project due to the exercise by Purchaser (or any person acting on the behalf or at the request of Purchaser including, without limitation, its agents, employees, independent contractors, consultants or representatives) of its rights pursuant to this Agreement (or any entry onto the Project prior to the date of this Agreement for purposes comparable to those described in SECTION 6.1), including, without limitation, the right to conduct the Basic Project Inspection or the Assessment, at Purchaser's sole cost and expense, and to return the Project to the same condition as existed immediately prior to the initial entry onto the Project or any portion thereof (or, to the extent such restoration is not practicable, to a condition of equal or greater value). During the Inspection Period, Purchaser, its engineers, architects, employees, contractors and agents shall maintain public liability insurance policies insuring against claims arising as a result of the Basic Project Inspection. Said insurance policies shall include personal injury and property damage coverage, in the amount of not less than $1,000,000 per occurrence and $5,000,000 annual general aggregate per location. Said insurance policies shall be issued by an insurance agency with a Best Rating of A-IX or better and otherwise be reasonably acceptable to Seller and licensed to do business in the Commonwealth of Pennsylvania. Prior to the commencement of the Basic Project Inspection, Purchaser shall deliver to Seller, insurance certificates (on XXXXX Form 27) naming Seller as an additional insured and reflecting the coverage required in this SECTION 6.3. Purchaser hereby indemnifies, protects, defends and holds Seller harmless from and against any and all losses, damages, claims, causes of action, judgments, damages, costs and expenses (but in no event any consequential or speculative damages) that Seller suffers o...
Purchaser’s Undertaking. The Purchaser undertakes to ICI and to each Business Seller (for itself and as trustee for each other member of the ICI Group) to fulfil (or procure fulfilment by the relevant Purchasing Company) as far as reasonably practicable all the unexpired or undischarged obligations of ICI (or the relevant member of the ICI Group) under all guarantees and indemnities which ICI (or the relevant member of the ICI Group) has given in respect of any goods or services sold and/or provided in connection with the Business and which in turn require or may require repairs, replacement or remedial works to be carried out and the Purchaser shall indemnify ICI (for itself and as trustee for each other member of the ICI Group), on an After Tax Basis, against all Losses in connection with payments to be made or liabilities incurred under or pursuant to such guarantees or indemnities in respect of the period after the Transfer Time.
Purchaser’s Undertaking. The Purchaser undertakes that up to the Transaction Completion Date, it will complete the purchase of the Company’s shares from Atreyu (the “Balance of the Shares” or the “Additional Shares”).
Purchaser’s Undertaking. The Purchaser undertakes to the Seller that for the period of twelve months from the date hereof, it shall not solicit or entice away from the employment of the Seller or Cardkey Systems Inc any of the current employees of Cardkey or Cardkey Systems Inc who have access to any of the Know-how or Confidential Information or any confidential information relating to the Intellectual Property Rights of Cardkey or Cardkey Systems Inc or who would be able to exploit the connections of the businesses of Cardkey or Cardkey Systems Inc.
Purchaser’s Undertaking. To the extent that any of the Purchasers receive payment in respect of book debts of any of the Vendors not transferred pursuant to this Agreement or any documents or notifications relating to the Excluded Liabilities then such Purchaser shall forthwith upon receipt of the same account for and pay or deliver to the relevant Vendors without any deduction or withholding whatsoever the amount of such payment except to the extent that any amounts shall be due and outstanding from the Vendors under Clause 6.4 in which case the Purchasers shall be entitled to set such amounts against any amounts due and outstanding from the Purchasers to the Vendors under this Clause 6.5 and to treat all such amounts (except to the extent the amounts owed by the Purchasers under Clause 6.5 exceed those owed by the Vendors under Clause 6.4) as paid and discharged pro tanto and shall deliver to the relevant Vendor such documents or notifications.
Purchaser’s Undertaking. 10.1. The Purchaser undertakes to the Seller that if during the period commencing on the Date of Signature Hereof and terminating 3 (three) months after the Transaction No. 2 Implementation Date it makes an offer which results in it acquiring (either during or after the termination of the aforementioned period) any Western Areas Shares (“Additional Western Areas’ Shares”) from any Entity other than the Seller or JCI (“Additional Entity”):-
Purchaser’s Undertaking. Purchasers hereby undertakes and agrees to comply all the terms and conditions of this agreement and notwithstanding anything contrary contained in this Agreement, the Purchasers agrees for not making any objection and shall under no circumstances have any objection to the following acts at the instance of Developer and/or Owner:
