Undertakings of Seller Sample Clauses

Undertakings of Seller. Seller undertakes:
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Undertakings of Seller. 1.1 The Seller undertakes to procure and ensure that, between the date of this Agreement and Closing, the Seller:
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Undertakings of Seller. Seller covenants and agrees that from and after the date of this Agreement and until the Closing, the Corporation shall not: change, modify or amend its corporate structure or its certificate of incorporation, by-laws or other organizational documents; make any change in the amount of its authorized or issued shares or redeem, purchase or otherwise acquire any of its capital stock; extend the time for payment, modify or otherwise amend the terms of the Note; in any manner sell or encumber the properties or appurtenances owned by it; make any commitment for compensation for services to any of its officers or directors; enter into any transaction, contractual arrangement or obligation, or incur any expenses other than in the ordinary course of business; make or enter into any lease of the Property or terminate, modify or amend any lease thereof; make any agreement of employment or increase compensation payable or paid by the Corporation to any of its employees or agents; default under the Note or any agreement to which the Corporation is a party or in the maintenance of all policies of insurance in effect; default in the filing of any reports or returns due to any Mexican or foreign authority; or engage in any practice or 24 take any action outside of the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency). In addition, Seller shall (i) operate the business of the Corporation only in the normal and ordinary manner consistent with past practice; (ii) operate and manage the Property in the ordinary course of business and in the same manner operated and managed to date and perform such necessary repairs and replacements so that the Property is in the condition required hereunder; (iii) maintain all services in connection with the Property as presently maintained; (iv) not cause or permit any waste or nuisance to or against the Property; (v) pay in full when due and payable all bills and invoices for labor, goods, materials and services of any kind relating to the Property; and (vi) pay when due and payable all installments due under the Note. Seller will cause the Corporation to keep its business and properties substantially intact, including its present operations, physical facilities, working conditions and relationships with lessors, lessees, suppliers, vendors and employees.
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Undertakings of Seller. 3.1. Seller will sell Polestar Vehicles to Importer on the terms and conditions of this Importer Agreement.
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Undertakings of Seller. Seller shall, within Ten (10) days from the Effective Date, deliver to the Buyer the following documents (the “Submittals”):
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Undertakings of Seller. 9.1 SELLER shall promptly notify BUYER, and similarly BUYER shall notify SELLER, of all information coming into its possession regarding the Products or any of the Products concerning unexpected side-effects, injury, toxicity or sensitivity reactions including unexpected incidence and severity of unknown side-effects associated with commercial or clinical research uses to be definitely attributable to such Products. SELLER shall timely supply BUYER with a copy of any Post Marketing Surveillance reports and BUYER shall be free to use said report for any business, also other then the one relating to the Products. After the Effectiveness date, SELLER shall cease to update the PMS reports related to the Products and such task shall be accomplished by BUYER. If necessary, SELLER shall cooperate with BUYER in the fulfilment of such task.
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Undertakings of Seller. 2.1. Seller will sell Polestar Vehicles to Purchaser on the terms set out in this Sale & Purchase Agreement. For the avoidance of doubt, the importation process is carried out by Seller prior to the sale to Purchaser.
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Related to Undertakings of Seller

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

  • Liabilities of Seller All liabilities of Seller related to the Business or the Assets that are not Assumed Liabilities will be promptly paid by Seller as they come due.

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by Agent, the Purchaser Agents and the Purchasers of their rights hereunder shall not release Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Obligations of Seller The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Assets and Liabilities At the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of Acquisition Corp. and the Company (collectively, the “Constituent Corporations”); and all the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to any of the Constituent Corporations on whatever account, as well as all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the several and respective Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of such Constituent Corporations shall not revert or be in any way impaired by the Merger; but all rights of creditors and all liens upon any property of any of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

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