Specific Undertakings by SELLER Sample Clauses

Specific Undertakings by SELLER. SELLER undertakes: • to secure Marketing Approval from any Regulatory Authority in the Territory, including any relevant licenses, consents or authorizations required under Regulatory Laws in effect at any time in the Territory; • to assist DISTRIBUTOR and its customers (including the END USERS), as SELLER may deem necessary or desirable, in seeking solutions to quality and technical problems relating to the use and to the operation of the Products • to provide within sixty (60) days from the Effective Date adequate training to DISTRIBUTOR’s designated technical personnel regarding the installation, use, operation, maintenance and the repair of the Products. The SELLER shall provide, according to its own internal annual scheduling, such training in English by making its personnel available at no charge or expense to DISTRIBUTOR. All charges related to DISTRIBUTOR’s own personnel relating to training, including but not limited to travel and lodging expenses and wages of DISTRIBUTOR’s trainees, shall be paid by DISTRIBUTOR. At the end of the course, each trainee shall receive a certificate of attendance and proficiency. Upon request, SELLER shall offer a second training to DISTRIBUTOR’s designated employees including but not limited to its designated field engineers and application specialists at SELLER’s cost and expense within the first twelve (12) months of the Effective Date. • Further training on new Products, updates, upgrades and improvements thereof and ongoing training of new DISTRIBUTOR personnel. • provide training to new DISTRIBUTOR sales, marketing and service personnel from time to time as DISTRIBUTOR, may reasonably request. • to provide to DISTRIBUTOR the Products conform to the specifications described in Annex A, new and free from defects in design, material and workmanship. SELLER undertakes to repair Products or parts thereof no longer covered by its warranty for the period beginning on the Effective Date and continuing until six (6) years from the date of delivery to the Italian facilities of DISTRIBUTOR of the last order of Products at terms and conditions to be agreed upon with DISTRIBUTOR. • SELLER undertakes to provide spare parts in relation to the Products for a period beginning on the Effective Date and continuing until six (6) years from the date of delivery to the Italian facilities of DISTRIBUTOR of the last order of Products, it being understood that SELLER shall also guarantee that spare parts are at all times updated to the ...
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Related to Specific Undertakings by SELLER

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • No Existing Non-Competition Agreements No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.

  • Other Agreements and Covenants 10.1 CMI will not market, sell, service, distribute or train for any product that is competitive with the Products except for CMI's own breath alcohol testing products.

  • OTHER AGREEMENTS, ETC It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a partner, shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Trust. It is also understood that the Manager and persons controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with another corporation, or a sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation, without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor.

  • Assignment and transfers by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • Assignments and transfers by Obligors No Obligor may assign or transfer any of its rights and obligations under the Finance Documents without the prior consent of all the Lenders.

  • Completion and Recordation of Assignment of Mortgage To the extent permitted by applicable law, each of the Assignments of Mortgage is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere. The cost of any such recordation by the Servicer shall be borne by the Seller.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF STOCKHOLDERS AND COMPANY The obligations of the Stockholders and the Company with respect to actions to be taken on the Closing Date are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions. The obligations of the Stockholders and the Company with respect to actions to be taken on the Funding and Consummation Date are subject to the satisfaction or waiver on or prior to the Funding and Consummation Date of the conditions set forth in Sections 8.1, 8.5, 8.8, 8.9 and 8.12. As of the Closing Date or, with respect to the conditions set forth in Sections 8.1, 8.5, 8.8, 8.9 and 8.12, as of the Funding and Consummation Date, if any such conditions have not been satisfied, the Company or the Stockholders (acting in unison) shall have the right to terminate this Agreement, or in the alternative, waive any condition not so satisfied. Any act or action of the Stockholders in consummating the Closing or delivering certificates representing Company Stock as of the Funding and Consummation Date shall constitute a waiver of any conditions not so satisfied. However, no such waiver shall be deemed to affect the survival of the representations and warranties of TCI and Newco contained in Section 6 hereof.

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