Undertakings Sample Clauses

Undertakings. Unless otherwise authorised in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to time: 7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time; 7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and 7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation.

Undertakings. Such selling Holder will enter into any undertakings and take such other action relating to the conduct of the proposed offering which the Company may reasonably request as being necessary to insure compliance with federal and state securities laws and the rules or other requirements of FINRA.

Undertakings. 14.1 Each Party shall recognize the exclusive ownership of the property owned and installed by the other Party and shall not have or claim any right, title or interest or lien of whatsoever nature. 14.2 Nothing contained herein shall constitute either Party as the agent or partner or the representative of the other for any purpose and neither Party shall have the right or authority to assume, create or incur any liability or obligation of any kind, express or implied, in the name of or on behalf of the other Party and the relationship between the MSO and the LCO shall remain on “Principal to Principal” basis. 14.3 It is expressly understood by the Parties that “ ” logo(s) is a Registered Trade ▇▇▇▇ of the MSO, and the LCO shall use the said logo only during the currency of this Agreement for the benefit of the cable television networking business of the MSO. Consent of the MSO is hereby given to the LCO to use the said logo, to the extent of or in connection with the business of the MSO. 14.4 It is expressly understood by the Parties that “ ” logo(s) is a Registered Trade ▇▇▇▇ of the LCO, and the MSO shall use the said logo only during the currency of this Agreement for the benefit of the cable television networking business of the LCO. Consent of the LCO is hereby given to the MSO to use the said logo, to the extent of or in connection with the business of the LCO. 14.5 It is clearly understood and accepted by each Party that it shall have no right to use any intellectual property of the other on its Cable TV service or otherwise on or after the withdrawal by the other Party of its consent for such uses. 14.6 In case the LCO or the MSO, as the case may be, decides to transfer its interest in respect of its business of providing Cable TV Service to any other party / person (third party), in whole or in part, the LCO or the MSO, as the case may be, shall give prior notice to the MSO or the LCO. One Party shall not have any objection to such transfer if the other Party has complied with its obligations under this contract and has paid all its dues. Provided, however, that such third party shall sign and execute a deed of adherence to the terms and conditions of this Agreement and other undertaking/ bonds to the satisfaction of the MSO or the LCO, as the case may be, in order to give effect to the provisions of this Agreement. 14.7 The LCO shall maintain and continue to maintain its Postal Registration Certificate renewed from time to time in accordance with ...

Undertakings. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which constitutes an undertaking whereby Indemnitee promises to repay any amounts advanced if and to the extent that it shall ultimately be determined that Indemnitee is not entitled to indemnification by the Company.

Undertakings. 7.1 The Mortgages Trustee and Funding 1 undertake to the Seller that they will at all times (or will direct the Servicer at all times to) use reasonable endeavours to administer and enforce (and exercise their powers and rights and perform their obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller’s Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a reasonable, prudent mortgage lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 8.5 the Mortgages Trustee shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the Mortgages Trustee’s reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change. 7.2 The Seller hereby undertakes to the Mortgages Trustee and Funding 1 that, in the event that any Borrower establishes that it has at any time prior to the Initial Closing Date or, as the case may be, the relevant Sale Date, paid to the Seller any amounts in excess of sums due to the Seller as at the date of payment under the Mortgage Conditions applicable to that Loan, the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the Mortgages Trustee and Funding 1 harmless against any such claims and to indemnify the Mortgages Trustee and Funding 1 on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the Mortgages Trustee and Funding 1 in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan. 7.3 Each of the Seller and the Mortgages Trustee and Funding 1 undertakes to each other and to the Security Trustee that if and to the extent that any determination shall be made by any court or other competent authority or any ombudsman in respect of any Loan and its Related Security that: (a) any term which relates to the recovery of interest under the Standard Documentation applicable to that Loan and its Related Security is unfair; or (b) the interest payable under any Loan is to be set by reference to HVR 1 or HVR 2 (as applicable) (and not a rate set by the Seller’s successors or assigns o...

Undertakings. Each of Stockholder and the Company hereby agrees to take whatever additional action and execute whatever additional documents may be reasonably necessary or advisable in order to carry out or effect one or more of the provisions of this Agreement, including a change by the Company of its corporate name.

Undertakings. 4.1 The custodian's undertakings The Custodian undertakes that at all times during the Term it will: (a) (notice of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; ...

Undertakings. The 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 the Participant or the Restricted Stock Units pursuant to the provisions of this Agreement.

Undertakings. The Trust agrees with you, for your benefit, that: ------------ (a) The Trust shall sell Shares of the Funds so long as it has such Shares available for sale and shall cause the transfer agent (the "Transfer Agent") -------------- to record on its books the ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable after receipt by the Trust of the payment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in this Agreement -------- ------- shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the e...