Seller Undertakings. (a) Each Grantor shall keep Agent informed of all circumstances bearing upon any potential claim under or with respect to the Assigned Agreements and the Seller Undertakings and such Grantor shall not, without the prior written consent of Agent, (i) waive any of its rights or remedies under any Assigned Agreement with respect to any of the Seller Undertakings in excess of $25,000, (ii) settle, compromise or offset any amount payable by the sellers to such Grantor under any Assigned Agreement in excess of $25,000 or (iii) amend or otherwise modify any Assigned Agreement in any manner which is adverse to the interests of Agent or any Lender.
Seller Undertakings. (i) Listing an Item constitutes entering into a binding legal contract with the buyer to sell the Item on the terms stated in this Agreement, the Site Rules and in the Listing, if the buyer’s bid is the winning bid. You agree to complete the sale of all listed Items on such terms.
Seller Undertakings. 1. The Seller undertakes to procure that, between the date of this Agreement and Closing:
Seller Undertakings. (a) Each Loan Party shall keep Agent informed of all circumstances bearing upon any material potential claim under or with respect to the Assigned Agreements and the Seller Undertakings and such Loan Party shall not, without the prior written consent of Agent, (i) waive any of its material rights or remedies under any Assigned Agreement with respect to any of the Seller Undertakings, (ii) settle, compromise or offset any amount in excess of $100,000 payable by the sellers to such Loan Party under any Assigned Agreement or (iii) amend or otherwise modify any Assigned Agreement in any manner which is materially adverse to the interests of Agent or Lenders.
Seller Undertakings. (a) Each Grantor shall keep the Administrative Agent informed of all circumstances bearing upon any potential claim under or with respect to the Assigned Agreements and the Seller Undertakings that could have a materially adverse effect on the Administrative Agent and the Lenders and such Grantor shall not, without the prior written consent of the Administrative Agent, (i) waive any of its rights or remedies under any Assigned Agreement with respect to any of the Seller Undertakings in excess of $25,000, (ii) settle, compromise or offset any amount payable by the Sellers to such Grantor under any Assigned Agreement in excess of $25,000 or (iii) amend or otherwise modify any Assigned Agreement in any manner which is materially adverse to the interests of the Administrative Agent or the Lenders.
Seller Undertakings. The Seller undertakes throughout the term of this Agreement the following:
Seller Undertakings. The Seller, in respect of the French Target Company and the French Subsidiary only (where applicable), hereby covenants to the Buyer in the terms of clauses 9.1, 9.3, 9.4, 9.5, 9.6, 15 and 16 of the Main SPA in each case mutatis mutandis.
Seller Undertakings. 10.1 The Sellers severally undertake and warrant that:
Seller Undertakings. If it is determined that Seller or any of their Affiliates holds any right, title or interest in or to any assets, properties, interests in properties or rights used by the Company, whether by reason of any defects in the organization of the Company or the proper maintenance of company status or good standing of the Company or otherwise, then Seller shall, and shall cause their Affiliates to, take all such action as may be necessary or desirable to convey such assets, properties, interests in properties and rights to the Company.
Seller Undertakings. The Credit Parties shall keep Agent informed of all circumstances bearing upon any potential claim under or with respect to all Purchase Documents and the Seller Undertakings and no Credit Party shall, without the prior written consent of Agent, (i) waive any of its rights or remedies under any Purchase Document with respect to any of the Seller Undertakings in excess of $250,000, (ii) settle, compromise or offset any amount payable by the applicable sellers to such Credit Party under any Purchase Documents in excess of $250,000 or (iii) amend or otherwise modify any Purchase Documents in any manner which is materially adverse to the interests of Agent or any Lender. Each Credit Party shall perform and observe all the terms and conditions of each of the Purchase Documents to be performed by it, maintain each Purchase Document in full force and effect, enforce each Purchase Document in accordance with its terms and take all such action to such end as may from time to time be reasonably requested by Agent. Anything herein to the contrary notwithstanding, (i) the exercise by Agent of any of its rights hereunder shall not release any Credit Party from any of its duties or obligations under any Purchase Document, (ii) each applicable Credit Party shall remain liable under each Purchase Document to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, and (iii) neither Agent nor any other Lender shall have any obligation or liability under any Purchase Document by reason of this Agreement, nor shall Agent or any other Lender be obligated to perform any of the obligations or duties of any Credit Party thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Each Credit Party hereby irrevocably authorizes and empowers Agent, in Agent's sole discretion, at any time after the occurrence and during the continuance of an Event of Default, to assert, either directly or on behalf of such Credit Party, any claim such Credit Party may from time to time have against the applicable sellers under or with respect to the Purchase Documents and to receive and collect any and all damages, awards and other monies resulting therefrom and to apply the same to the Obligations in accordance with the terms of this Agreement. Each Credit Party hereby irrevocably makes, constitutes and appoints Agent as its true and lawful attorney in fact for the purpose...
