UNDERTAKINGS AND ASSURANCES Sample Clauses

UNDERTAKINGS AND ASSURANCES. No undertaking or assurance (whether legally binding or not) has been given by the Company to any person as to the continuance, introduction, increase or improvement of any such benefit or scheme or arrangement as is referred to in paragraph 18.1 of this schedule (including, for the avoidance of doubt, the Disclosed Schemes).
Sample 1
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UNDERTAKINGS AND ASSURANCES. (A) HS2 Ltd shall comply with the Undertakings, Assurances and Requirements which relate to a matter for which HS2 Ltd is the nominated undertaker or for which it is responsible under this Agreement until allocated otherwise pursuant to the provisions of this Clause 16.2 (each an “HS2 Ltd Undertaking”).
Sample 1
UNDERTAKINGS AND ASSURANCES. (a) CRL shall comply with the undertakings, assurances and requirements included within the Environmental Minimum Requirements and the TfL Group Protective Provisions Agreements that relate to a matter for which CRL is the nominated undertaker or for which it is responsible under this Agreement until allocated otherwise pursuant to the provisions of this Clause 4.2 (each a “CRL Undertaking”).
Sample 1
UNDERTAKINGS AND ASSURANCES. 16.5 Neither the Company nor any of its officers or employees is or has been a party to any undertaking or assurance given to any court or governmental agency or regulatory body in any jurisdiction or the subject of any injunction which is still in force. OUTSTANDING JUDGMENTS
Sample 1
UNDERTAKINGS AND ASSURANCES. No legally binding undertaking or assurance has been given by Pismo to any person as to the continuance, introduction, increase or improvement of any such benefit or scheme or arrangement as is referred to in paragraph 19.1 of this schedule (including, for the avoidance of doubt, the Disclosed Plans).
Sample 1
UNDERTAKINGS AND ASSURANCES. No undertaking or assurance (whether legally binding or not) has been given or will before the Completion Date be given by the Company in connection with the Schemes (as defined in Warranty 8.2 below) to any person as to the continuance, introduction, increase or improvement of any such benefit of the Schemes.
Sample 1

Related to UNDERTAKINGS AND ASSURANCES

  • Further Acts and Assurances Each of the Parties after convincing itself agrees to execute and deliver all such further agreements, documents and instruments, and to do and perform all such further acts and things, as shall be necessary or convenient to carry out the provisions of this Agreement and to consummate the transactions contemplated hereby.

  • Further Actions and Assurances At any time and from time to time, each party agrees, at its or their expense, to take actions and to execute and deliver documents as may be reasonably necessary to effectuate the purposes of this Agreement.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • Assignment and Assumption of Liabilities Seller hereby assigns to Split-Off Subsidiary, and Split-Off Subsidiary hereby assumes and agrees to pay, honor and discharge all debts, adverse claims, liabilities, judgments and obligations of Seller as of the Effective Time, whether accrued, contingent or otherwise and whether known or unknown, including those arising under any law (including the common law) or any rule or regulation of any Governmental Entity or imposed by any court or any arbitrator in a binding arbitration resulting from, arising out of or relating to the assets, activities, operations, actions or omissions of Seller, or products manufactured or sold thereby or services provided thereby, or under contracts, agreements (whether written or oral), leases, commitments or undertakings thereof, but excluding in all cases the obligations of Seller under the Transaction Documentation (all of the foregoing being referred to herein as the “Assigned Liabilities”). The assignment and assumption of Seller’s assets and liabilities provided for in this Article I is referred to as the “Assignment.”

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreements.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

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