Payment Undertaking definition
Examples of Payment Undertaking in a sentence
The Company Crude Reimbursement Obligation for a Crude Payment Undertaking shall arise at the time as such Crude Payment Undertaking is entered into by ▇▇▇▇.
However, if a Material Adverse Variance has occurred in relation to the Transaction or if the Vendor shall otherwise be in breach of its Closing obligations contained in this Agreement, on the Expiry Date, the Parties will jointly direct the Bank of China to cancel the Payment Undertaking.
This Agreement constitutes the entire agreement between the Parties with respect to the Transaction and cancels and supersedes any prior understandings, agreements, negotiations and discussions, written or oral, between the Parties, and the Vendor and YK, as applicable, with respect thereto including without limitation, the LOI (but not the Payment Undertaking or the CA).
In the event that YC shall exercise its option to terminate this Agreement set forth in this Article 8, the Parties shall sign a joint direction to the Bank of China forthwith and authorize the Bank of China to cancel the Payment Undertaking.
Notwithstanding anything contained herein and notwithstanding the assignment of this Agreement from YC to the Buyer, YC shall remain liable, until completion of the Closing and payment of the Purchase Price on the Closing Date, for all of its obligations contained herein in connection with the Payment Undertaking, the Closing conditions and completion of the Transaction.
The execution and delivery of this Agreement and the Payment Undertaking and the completion of the Transaction have been duly and validly authorized by all necessary corporate action on behalf of YC and each of this Agreement and the Payment Undertaking has been duly and validly executed and delivered by YC and is a valid and binding obligation of YC enforceable against YC in accordance with its respective terms.
The execution and delivery of this Agreement and the Payment Undertaking and the completion of the Transaction have been duly and validly authorized by all necessary corporate action on behalf of the Vendor and each of this Agreement and the Payment Undertaking has been duly and validly executed and delivered by the Vendor and is a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its respective terms.
The Vendor is not a party to or bound by or subject to any Contracts with respect to the Properties or the Information save and except for this Agreement and the Payment Undertaking.
YC is a corporation duly incorporated, organized and subsisting under the laws of the jurisdiction of incorporation and has the corporate power, authority and capacity to execute and deliver this Agreement and the Payment Undertaking, to own the Properties and the Information, to purchase the Properties and the Information from the Vendor as herein contemplated and to perform its other obligations hereunder.
For greater certainty, if YC elects to exercise its right to further extend the Expiry Date pursuant to this section 2.5(b), the First Option Payment and the Second Option Payment shall continue to be held in escrow pursuant to the Payment Undertaking and in no way shall become due and payable in cash.