Undertaking Agreement Sample Contracts

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APPENDIX C FORM OF VOTING UNDERTAKING AGREEMENT
Undertaking Agreement • July 27th, 2007 • Eci Telecom LTD/ • Telephone & telegraph apparatus
UNDERTAKING AGREEMENT
Undertaking Agreement • February 21st, 2012 • Ats Corp • Services-management consulting services • Delaware

This Undertaking Agreement, dated February 21, 2012 (this “Agreement”), by and among Salient Federal Solutions, Inc., a Delaware corporation (“Parent”), and Atlas Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and Revelation Special Situations Fund Ltd. (the “Stockholder”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement referred to below.

UNDERTAKING/AGREEMENT
Undertaking/Agreement • August 13th, 2015
UNDERTAKING AGREEMENT
Undertaking Agreement • April 15th, 2005 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio

This Undertaking Agreement (“Agreement”) is entered into as of April 14, 2005, between Bancinsurance Corporation, an Ohio corporation (the “Company”) and John S. Sokol (“Sokol”).

THIRD AMENDED AND RESTATED UNDERTAKING AGREEMENT Dated as of September 1, 2004 made by CROWN HOLDINGS, INC. as a Parent Undertaking Party, CROWN CORK & SEAL COMPANY, INC. as a Parent Undertaking Party, and CROWN INTERNATIONAL HOLDINGS, INC. as a...
Undertaking Agreement • September 8th, 2004 • Crown Holdings Inc • Metal cans • New York

THIRD AMENDED AND RESTATED UNDERTAKING AGREEMENT dated as of September 1, 2004, made by CROWN HOLDINGS, INC., a Pennsylvania corporation, (“Crown Holdings”), CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (“CCSC”) and CROWN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“CIH”, and together with Crown Holdings and CCSC, the “Parent Undertaking Parties”, and each, individually, a “Parent Undertaking Party”), in favor of the Purchasers as defined in the Receivables Purchase Agreement and CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Purchasers and the other Owners.

AMENDED AND RESTATED UNDERTAKING AGREEMENT
Undertaking Agreement • May 29th, 2019 • Hill Path Capital LP • Services-miscellaneous amusement & recreation

This letter, which we, Scott I. Ross and, if I am appointed to the SeaWorld board of directors in accordance with the Stockholders Agreement (as defined below), James P. Chambers (collectively, “we”, “our” or “us”), have executed and which is agreed to by SeaWorld Entertainment, Inc. (“SeaWorld” or the “Company”) and our firm, Hill Path Capital LP (ourselves, our firm and the investment funds and accounts that Scott I. Ross controls, collectively, “Hill Path”), contains a series of undertakings by Hill Path, and other agreements among the parties hereto, pursuant to that certain stockholders agreement, by and between SeaWorld and Hill Path, dated as of the date hereof (the “Stockholders Agreement”). These undertakings will be effective for 12 months following the date on which there is no director serving on the SeaWorld board of directors that is designated by Hill Path (a “Hill Path Designee”), and this letter is intended to be legally binding on Hill Path (which Scott I. Ross is aut

UNDERTAKING AGREEMENT (DEVELOPMENT IMPROVEMENTS)
Undertaking Agreement • June 15th, 2016

THIS AGREEMENT made this day of , [date of security issuance] by and between the City of Lancaster, (the "City") and , (the "Developer").

UNDERTAKING AGREEMENT dated as of December 17, 2003 by EQUISTAR CHEMICALS, LP
Undertaking Agreement • March 12th, 2004 • Lyondell Chemical Co • Industrial organic chemicals • New York

UNDERTAKING AGREEMENT dated as of December 17, 2003 by EQUISTAR CHEMICALS, LP in favor of the Purchasers, as defined in the Receivables Purchase Agreement referred to below, and Citicorp USA, Inc. (“CUSA”), as administrative agent (the “Agent”) thereunder.

AMENDMENT NO. 1 TO UNDERTAKING AGREEMENT
Undertaking Agreement • August 6th, 2004 • Lyondell Chemical Co • Industrial organic chemicals • New York

AMENDMENT dated as of June 25, 2004 to the Undertaking Agreement dated as of December 17, 2003 (the “Undertaking Agreement”) by EQUISTAR CHEMICALS, LP, a Delaware limited partnership (“Equistar”), in favor of the PURCHASERS (as defined in the Receivables Purchase Agreement dated as of December 17, 2003 (the “Receivables Agreement”) among Equistar Receivables II, LLC, as Seller, Equistar, as Servicer, the Purchasers from time to time party thereto, Bank One NA, Credit Suisse First Boston and JPMorgan Chase Bank, as co-documentation agents, Bank of America, N.A. and Citicorp USA, Inc., as co-asset agents, and Citicorp USA, Inc., as administrative agent (the “Agent”) for the Purchasers) and CITICORP USA, INC., as Agent.

AMENDMENT NO. 4 TO UNDERTAKING AGREEMENT
Undertaking Agreement • August 9th, 2006 • Lyondell Chemical Co • Industrial organic chemicals • New York

AMENDMENT dated as of August 3, 2006 to the Undertaking Agreement dated as of December 17, 2003 (as heretofore amended, the “Undertaking Agreement”) by LYONDELL CHEMICAL COMPANY, a Delaware corporation (“Lyondell”), in favor of the PURCHASERS (as defined in the Receivables Purchase Agreement dated as of December 17, 2003 (as amended, the “Receivables Agreement”) among Lyondell Funding II, LLC, as Seller, Lyondell, as Servicer, the Purchasers from time to time party thereto and Citicorp USA, Inc., as asset agent and administrative agent (the “Agent”) for the Purchasers) and CITICORP USA, INC., as Agent.

AMENDMENT NO. 1 TO UNDERTAKING AGREEMENT
Undertaking Agreement • January 3rd, 2008 • SGS International, Inc. • Service industries for the printing trade

This Amendment No. 1 to the Undertaking Agreement (the “Agreement”) dated as of February 20, 2007, between SGS International, Inc., a Delaware corporation (the “Company”), and Marriott W. Winchester, Jr., the Senior Vice President of Sales and Marketing for the Company, is entered into as of January 2, 2008.

UNDERTAKING AGREEMENT
Undertaking Agreement • November 18th, 2004 • Perrigo Co • Pharmaceutical preparations • New York

This UNDERTAKING AGREEMENT (“Agreement”) is made as of November 14, 2004, between Perrigo Company, a Michigan corporation (“Buyer”), Agis Industries (1983) Ltd., an Israeli public company (the “Company”) and the undersigned shareholder (“Shareholder”) of the Company.

UNDERTAKING AGREEMENT
Undertaking Agreement • July 14th, 2011 • Entertainment Gaming Asia Inc. • Miscellaneous manufacturing industries
UNDERTAKING AGREEMENT
Undertaking Agreement • November 13th, 2007 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio

This Undertaking Agreement (“Agreement”) is entered into as of November 12, 2007, between Bancinsurance Corporation, an Ohio corporation (the “Company”), and [ ] (the “Executive”).

UNDERTAKING AGREEMENT
Undertaking Agreement • April 15th, 2005 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio

This Undertaking Agreement (“Agreement”) is entered into as of April 14, 2005, between Bancinsurance Corporation, an Ohio corporation (the “Company”) and Sally J. Cress (“Cress”).

UNDERTAKING AGREEMENT (SUBDIVISION IMPROVEMENTS)
Undertaking Agreement • June 15th, 2016 • California
AMENDMENT NO. 2 TO UNDERTAKING AGREEMENT
Undertaking Agreement • November 7th, 2005 • Equistar Chemicals Lp • Agricultural chemicals • New York

AMENDMENT dated as of November 2, 2005 to the Undertaking Agreement dated as of December 17, 2003 (the "Undertaking Agreement") by EQUISTAR CHEMICALS, LP, a Delaware limited partnership ("Equistar"), in favor of the PURCHASERS (as defined in the Receivables Purchase Agreement dated as of December 17, 2003 (the "Receivables Agreement") among Equistar Receivables II, LLC, as Seller, Equistar, as Servicer, the Purchasers from time to time party thereto, Credit Suisse First Boston, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as co-documentation agents, Bank of America, N.A. and Citicorp USA, Inc., as co-asset agents, and Citicorp USA, Inc., as administrative agent (the "Agent") for the Purchasers) and CITICORP USA, INC., as Agent.

EXHIBIT A – FORM OF UNDERTAKING AGREEMENT
Undertaking Agreement • May 22nd, 2017 • OphthaliX, Inc. • Pharmaceutical preparations

THIS VOTING AND UNDERTAKING AGREEMENT (this “Agreement” or this “Undertaking”) is made as of May 21st, 2017, by and among Can-Fite BioPharma Ltd. (the “Shareholder”), Wize Pharma Ltd., a company established under the laws of the State of Israel (the “Company”), and OphthaliX Inc., a Delaware corporation (“OPLI”).

UNDERTAKING AGREEMENT dated as of December 20, 2007 by LYONDELL CHEMICAL COMPANY EQUISTAR CHEMICALS, LP HOUSTON REFINING LP
Undertaking Agreement • March 31st, 2008 • Lyondell Chemical Co • Industrial organic chemicals • New York

UNDERTAKING AGREEMENT dated as of December 20, 2007 by each of LYONDELL CHEMICAL COMPANY (Lyondell), as Servicer and as Originator, EQUISTAR CHEMICALS, LP (Equistar), as Originator, HOUSTON REFINING LP (HRLP), as Originator and any additional Originator (Lyondell, Equistar, HRLP and any additional Originator, collectively, the Originators) from time to time party hereto, in favor of the Purchasers (as defined in the Receivables Purchase Agreement referred to below) and Citibank, N.A. (Citibank), as administrative agent and asset agent thereunder (the Agent).

AMENDMENT NO. 1 TO UNDERTAKING AGREEMENT
Undertaking Agreement • November 8th, 2004 • Lyondell Chemical Co • Industrial organic chemicals • New York

AMENDMENT dated as of June 25, 2004 to the Undertaking Agreement dated as of December 17, 2003 (the “Undertaking Agreement”) by LYONDELL CHEMICAL COMPANY, a Delaware corporation (“Lyondell”), in favor of the PURCHASERS (as defined in the Receivables Purchase Agreement dated as of December 17, 2003 (the “Receivables Agreement”) among Lyondell Funding II, LLC, as Seller, Lyondell, as Servicer, the Purchasers from time to time party thereto and Citicorp USA, Inc., as asset agent and administrative agent (the “Agent”) for the Purchasers) and CITICORP USA, INC., as Agent.

AMENDMENT TO UNDERTAKING AGREEMENT (SUBDIVISION IMPROVEMENTS)
Undertaking Agreement • June 15th, 2016
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UNDERTAKING AGREEMENT
Undertaking Agreement • February 26th, 2007 • SGS International, Inc. • Service industries for the printing trade • Delaware

This Undertaking Agreement ("Agreement") is entered into as of February 20, 2007, between SGS International, Inc., a Delaware corporation (the "Company"), and Marriott W. Winchester, Jr., the Senior Vice President of Sales and Marketing for the Company (the "Executive").

AMENDMENT NO. 2 TO UNDERTAKING AGREEMENT
Undertaking Agreement • March 15th, 2006 • Lyondell Chemical Co • Industrial organic chemicals • New York

AMENDMENT dated as of October 27, 2004 to the Undertaking Agreement dated as of December 17, 2003 (as heretofore amended, the “Undertaking Agreement”) by LYONDELL CHEMICAL COMPANY, a Delaware corporation (“Lyondell”), in favor of the PURCHASERS (as defined in the Receivables Purchase Agreement dated as of December 17, 2003 (the “Receivables Agreement”) among Lyondell Funding II, LLC, as Seller, Lyondell, as Servicer, the Purchasers from time to time party thereto and Citicorp USA, Inc., as asset agent and administrative agent (the “Agent”) for the Purchasers) and CITICORP USA, INC., as Agent.

UNDERTAKING AGREEMENT dated as of December 17, 2003 by LYONDELL CHEMICAL COMPANY
Undertaking Agreement • November 8th, 2004 • Lyondell Chemical Co • Industrial organic chemicals • New York

UNDERTAKING AGREEMENT dated as of December 17, 2003 by LYONDELL CHEMICAL COMPANY in favor of the Purchasers, as defined in the Receivables Purchase Agreement referred to below and Citicorp USA, Inc. (“CUSA”), as administrative agent (the “Agent”) thereunder.

UNDERTAKING/AGREEMENT
Undertaking/Agreement • August 30th, 2013
AMENDMENT NO. 3 TO UNDERTAKING AGREEMENT
Undertaking Agreement • April 28th, 2005 • Lyondell Chemical Co • Industrial organic chemicals • New York

AMENDMENT dated as of April 27, 2005 to the Undertaking Agreement dated as of December 17, 2003 (as heretofore amended, the "Undertaking Agreement") by LYONDELL CHEMICAL COMPANY, a Delaware corporation ("Lyondell"), in favor of the PURCHASERS (as defined in the Receivables Purchase Agreement dated as of December 17, 2003 (the "Receivables Agreement") among Lyondell Funding II, LLC, as Seller, Lyondell, as Servicer, the Purchasers from time to time party thereto and Citicorp USA, Inc., as asset agent and administrative agent (the "Agent") for the Purchasers) and CITICORP USA, INC., as Agent.

Amendment No. 1 to Undertaking Agreement [Li Related Holders]
Undertaking Agreement • September 29th, 2008 • China Water & Drinks Inc.. • Bottled & canned soft drinks & carbonated waters • New York

This Amendment No. 1 to Undertaking Agreement (this “Amendment”) is made and entered into as of September 26, 2008, by and among Heckmann Corporation, a Delaware corporation (“Parent”), China Water and Drinks, Inc., a Nevada corporation (the “Company”) and the Persons and Entities listed on Schedule A hereto (each a “Selling Stockholder,” and collectively, the “Selling Stockholders”), and amends that certain Undertaking Agreement (the “Agreement”) by and among Parent, the Company and the Selling Stockholders dated as of May 19, 2008.

UNDERTAKING AGREEMENT (Li-Related Holders)
Undertaking Agreement • May 20th, 2008 • Heckmann CORP • Blank checks • Nevada

This Undertaking Agreement (“Agreement”) is made and entered into as of May 19, 2008, by and among: Heckmann corporation, a Delaware corporation (“Parent”), China water and drinks, inc., a Nevada corporation (the “Company”) and the Persons and Entities listed on Schedule A hereto (each a “Selling Stockholder,” and collectively, the “Selling Stockholders”).

AMENDED AND RESTATED UNDERTAKING AGREEMENT
Undertaking Agreement • September 8th, 2011 • Dynegy Holdings, LLC • Electric services • New York

This AMENDED AND RESTATED UNDERTAKING AGREEMENT (this “Agreement”) is dated September 1, 2011 by and between Dynegy Holdings, LLC (“Beneficiary”), a limited liability company organized under the laws of the State of Delaware, and Dynegy Inc. (“Obligor”), a corporation organized under the laws of the State of Delaware.

FIRST AMENDMENT TO UNDERTAKING AGREEMENT
Undertaking Agreement • October 21st, 2005 • Bancinsurance Corp • Fire, marine & casualty insurance • Ohio

THIS FIRST AMENDMENT TO UNDERTAKING AGREEMENT (this “First Amendment”), is entered into as of October 17, 2005 between Bancinsurance Corporation, an Ohio corporation (the “Company”), and Sally J. Cress (“Cress”).

CLOSING ARRANGEMENT AGREEMENT dated OCT 25 2012 among SM INVESTMENTS CORPORATION for itself and on behalf of the companies of the SM Group as listed in Schedule 2 BELLE CORPORATION PREMIUMLEISURE AND AMUSEMENT, INC. and MCE LEISURE (PHILIPPINES)...
Undertaking Agreement • April 18th, 2013 • Melco Crown Entertainment LTD • Hotels & motels

(each of the companies in the SM Group other than SMIC, a “SM Subsidiary” and together the “SM Subsidiaries”, and each of the companies in the SM Group, a “SM Company”);

UNDERTAKING AGREEMENT
Undertaking Agreement • November 7th, 2017 • SeaWorld Entertainment, Inc. • Services-miscellaneous amusement & recreation
AMENDMENT NO. 1 TO UNDERTAKING AGREEMENT [LI RELATED HOLDERS]
Undertaking Agreement • September 29th, 2008 • Heckmann CORP • Blank checks • New York

THIS AMENDMENT NO. 1 TO UNDERTAKING AGREEMENT (this “Amendment”) is made and entered into as of September 26, 2008, by and among HECKMANN CORPORATION, a Delaware corporation (“Parent”), CHINA WATER AND DRINKS, INC., a Nevada corporation (the “Company”) and the Persons and Entities listed on Schedule A hereto (each a “Selling Stockholder,” and collectively, the “Selling Stockholders”), and amends that certain Undertaking Agreement (the “Agreement”) by and among Parent, the Company and the Selling Stockholders dated as of May 19, 2008.

UNDERTAKING AGREEMENT
Undertaking Agreement • September 8th, 2011 • Dynegy Holdings, LLC • Electric services • New York

This UNDERTAKING AGREEMENT (this “Agreement”) is dated September 1, 2011 by and between Dynegy Gas Investments, LLC (“Beneficiary”), a limited liability company organized under the laws of the State of Delaware, and Dynegy Inc. (“Obligor”), a corporation organized under the laws of the State of Delaware.

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