Undertaking. Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Participant or the Award pursuant to the express provisions of this Agreement.
Undertaking. If the Proceeding arose in connection with Indemnitee's service as a director or officer of the Company (and not in any other capacity in which Indemnitee rendered service, including service to any Related Company), then Indemnitee or Indemnitee's representative shall have executed and delivered to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee's financial ability to make repayment, by or on behalf of Indemnitee, to repay all Expense Advances if it shall ultimately be determined by a final, unappealable decision rendered by a court having jurisdiction over the parties that Indemnitee is not entitled to be indemnified by the Company.
Undertaking. The Company agrees to pay to the Executive the termination benefits specified in paragraph 2 hereof if (a) control of IPALCO is acquired (as defined in paragraph 3(a) hereof) during the term of this Agreement (as described in paragraph 5 hereof) and (b) within three (3) years after the acquisition of control occurs (i) the Company terminates the employment of the Executive for any reason other than Cause (as defined in paragraph 3(b) hereof), death, the Executive's attainment of age sixty-five (65) or total and permanent disability, or (ii) the Executive voluntarily terminates his employment for Good Reason (as defined in paragraph 3(c) hereof).
Undertaking. During the term of this Agreement, each Party (the “Receiving Party”) shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, disclosed to the Receiving Party by the other Party (the “Proprietary Party”), whether in tangible or intangible form, the confidentiality of which such Proprietary Party takes reasonable measures to protect, including but not limited to Collaboration Intellectual Property.
Undertaking. Both parties hereby agree to take whatever additional actions and execute whatever additional documents either party may in their reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the other party under the provisions of this Agreement.
Undertaking. Subject to Section 4, the Company agrees to pay or provide to Executive the termination benefits specified in Section 2 hereof if: (a) within three (3) years after, a Change in Control (as defined in subsection 3(b) hereof): either (i) the Company terminates the employment of Executive before age sixty-five (65) for any reason other than Good Cause (as defined in subsection 3(g) hereof), death, Disability (as defined in subsection 3(f) hereof), or (ii) Executive voluntarily terminates his employment for Good Reason (as defined in subsection 3(h) hereof), or (b) the employment of the Executive is terminated before such a Change in Control, or an anticipated Change in Control, and the Executive reasonably demonstrates that such termination occurred in connection with, or in anticipation of such a Change in Control (whether or not such Change in Control actually occurs). - 1 -
Undertaking. To the extent that the Corporation advances payment for any fees or expenses to Executive pursuant to this Section 9, such advance shall be accompanied by a written undertaking by Executive to repay such amounts if it shall be ultimately determined by a court of competent jurisdiction in a final disposition, that Executive (i) is not entitled to be indemnified by the Corporation or (ii) that the amount advanced exceeded the indemnification to which he is entitled, in which case the amount of such excess shall be repaid to the Corporation.
Undertaking. By its acceptance of the Note, the Holder agrees to execute and deliver such documents as may be reasonably requested from time to time by the Company or the lender of any Senior Indebtedness in order to implement the foregoing provisions of this Section 10.
Undertaking. Performance Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for the benefit of Performance Beneficiary the due and punctual performance and observance by the Covered Entities of all their respective covenants, agreements, undertakings, indemnities and other obligations (including, in each case, those related to the breach by any Covered Entity of its respective representations and warranties), whether monetary or non-monetary and regardless of the capacity in which incurred (including all of its payment, repurchase, indemnity and similar obligations, including in respect of Dilutions), under the Transaction Documents to which any Covered Entity is a party but excluding any covenant, agreement, undertaking, indemnity and other obligation of any Lessee to pay any Rental Payment, Device Lease Early Termination Amount or Present Value Device Lease Amount, whether or not constituting a Guaranteed Obligation under the Sprint Guarantee) (collectively, the “Performance Support Obligations”), irrespective of: (a) the validity, binding effect, legality, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, the Master Lease Agreement, the other Transaction Documents or any documents related hereto or thereto, (b) any change in the existence, formation or ownership of, or the bankruptcy or insolvency of, any Covered Entity, (c) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Performance Support Obligation (or any collateral security therefor, including the property sold, contributed (or purportedly sold or contributed) or otherwise pledged or transferred by any Originator under the First Step Transfer Agreement or by any Lessee under the Second Step Transfer Agreement) or by any party to this Agreement, the other Transaction Documents or any related documents, (d) the existence of any claim, set-off, counterclaim or other right that Performance Support Provider or any other Person may have against any Covered Entity or any other Person, (e) any impossibility or impracticability of performance, illegality, force majeure, act of Governmental Authority or other circumstance that might otherwise constitute a legal or equitable discharge or defense available to, or provide a discharge of, Performance Support Provider, (f) any Law affecting any term of any of the Performance Support Obligations, the Device Le...
Undertaking. The Company’s obligation to provide an Expense Advance is subject only to the following condition: if the Proceeding arose in connection with Indemnitee’s service as a director and/or officer of the Company or member of a committee of the Board (and not in any other capacity in which Indemnitee rendered service, including but not limited to service to any Related Company), then Indemnitee or his or her representative must have executed and delivered to the Chair of the Board’s Audit Committee an undertaking (in the form of Exhibit B hereto) (the “Statement of Undertaking”) to repay all Expense Advances if and to the extent that it may be Finally Adjudged that Indemnitee is not entitled to be indemnified for such Expense Advance under one or more of clauses (i) through (iv) of the first sentence of Section 1(a). The Statement of Undertaking need not be secured and shall be accepted by the Company without reference to Indemnitee’s financial ability to make repayment. No interest shall be charged on any obligation to reimburse the Company for any Expense Advance.