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. You hereby agree 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 you or the Shares pursuant to the express provisions of this Agreement.
Undertaking. By its acceptance of this 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 4.
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. During the term of this Agreement, each 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, owned, developed or possessed by the other party, whether in tangible or intangible form, the confidentiality of which such other party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreement
Undertaking. (a) For value received by it and its Affiliates, the Parent Support Provider hereby absolutely, unconditionally and irrevocably assures and undertakes for the benefit of each of the Beneficiaries the due and punctual remittance by any Originator, the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) and the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) (referred to collectively as the “Covered Entities” and each, a “Covered Entity”), as applicable, of (i) the Acquisition Amount by each Originator in respect of the Originator Reacquisition Obligation and the Originator Bankruptcy Reacquisition Obligation, (ii) the deposit of Collections by the Servicer (for as long as the Servicer is Cellco or an Affiliate of Cellco) in respect of the Servicer Deposit Obligation, (iii) the Acquisition Amount by the Servicer in respect of the Servicer Representation Obligation (or by Cellco, to the extent the Servicer is no longer Cellco), the Servicer Bankruptcy Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco) and the Servicer Acquisition Obligation (for as long as the Servicer is Cellco or an Affiliate of Cellco) and (iv) the remittances or payments pursuant to Sections 4.3(g), 4.3(h) or 4.3(i) of the Transfer and Servicing Agreement, as applicable, by the Marketing Agent (for as long as the Marketing Agent is Cellco or an Affiliate of Cellco) or the related Originators in respect of the Marketing Agent Remittance Obligation (the amounts described in clauses (i), (ii), (iii) and (iv), collectively, the “Guaranteed Obligations”) irrespective of: (A) the validity, binding effect, subordination, disaffirmance, enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, this Agreement, the Transaction Documents or any documents related hereto or thereto, (B) any change in the existence, ownership (to the extent that as a result of such change in ownership such Covered Entity continues to be a subsidiary or Affiliate of Verizon) or formation of, or the bankruptcy or insolvency of, any Covered Entity, (C) any extension, renewal, settlement, compromise, exchange, waiver or release in respect of any Guaranteed Obligation (or any collateral security therefor, including the property sold, purchased, contributed (or purportedly sold, purchased or contributed) or otherwise pledged or transferred under any of the Transaction Documents) b...
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. 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).
Undertaking. You hereby agree to take whatever additional action and execute whatever additional documents the Committee may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either you, the Units or the shares acquired upon conversion of the Units pursuant to the express provisions of this Agreement.
