ACKNOWLEDGEMENT AND UNDERTAKINGS Sample Clauses

ACKNOWLEDGEMENT AND UNDERTAKINGS. The Academy acknowledges that the Authority will in procuring the carrying out of the D&B Contract follow procedures and take certain actions required under the terms of the D&B Contract. On this basis, the Authority will incur in certain circumstances costs in exercising its rights and performing its obligations under the terms of and otherwise in connection with the D&B Contract. The Authority and the Academy agree that: the Academy shall promptly notify the Authority of any relevant matter of non‑compliance in the performance of the D&B Contract by or on behalf of the Contractor that has come to the Academy’s attention and shall provide to the Authority such evidence of non-compliance as is in the possession of the Academy; subject to the proviso to this Sub-Clause 4.2.2 and to the Authority so far as is reasonably practicable consulting with the Academy within a reasonable period and having regard to the Academy’s reasonable proposals (so far as reasonable and practicable to do so) in respect of any consent, approval or authorisation required to be given to the Contractor pursuant to the D&B Contract, the Authority shall be entitled to give such consent, approval or authorisation regarding any matter whether or not the Academy has been consulted or has given its prior consent approval or authorisation to such matter PROVIDED THAT the provisions of Clause 9 of this Agreement shall have effect in relation to Reviewable Design Data and the provisions of Clause 12 of this Agreement shall have effect in relation to Variations; without prejudice to Sub-Clause 4.2.2 and without in any way obliging the Authority to act only upon the giving of such consent, approval or confirmation the Academy will use all reasonable endeavours to ensure that the Academy Representative gives any response requested of it in respect of any matter upon which the Authority seeks to consult with the Academy within the timescales notified to the Academy by the Authority in such a request, such timescales to be given having regard to the timescales within which the Authority is required to act in responding to the Contractor concerning the relevant matter. The Authority confirms that it has directed or will direct the Contractor to deliver and procure [and, in the case only of the Independent Certifier, the Authority will procure]21 the delivery of warranties on or before the Completion Date in favour of the Academy as follows:- Organisation from whom warranty is required Relevant for...
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ACKNOWLEDGEMENT AND UNDERTAKINGS. 1The Governing Body [and the Trustees] acknowledges that in performance of the Authority’s obligations under this Agreement the Authority will follow procedures and take certain actions required under the terms of the ICT Documents. The Authority will incur in certain circumstances financial liabilities in connection with the ICT Documents.
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ACKNOWLEDGEMENT AND UNDERTAKINGS by the mandator 5.1 The mandator acknowledges that – 5.1.1 the ultimate risk and benefit in all money-broking transactions concluded in terms of this contract of mandate shall be borne by and accrue to the mandator; 5.1.2 the mandatory does not borrow from the mandator the money entrusted by the mandator to the mandatary for purposes of concluding a money-broking transaction; 5.1.3 subject to the provisions of paragraph 4.1.5 above, neither the mandatary, in so far as he acts within the limits of this mandate, nor the NSX assumes any liability in respect of a bank’s failure to meet its commitments in terms of a money-broking transaction; 5.1.4 the mandatary may, for concluding a money-broking transaction, pool funds received from the mandator with funds received from other mandators, provided always that the mandator is allocated pro rata the benefits and risks of such pooled deposits. 5.2 The mandator undertakes - 5.2.1 carefully to peruse and consider all statements rendered to him pursuant to paragraph 4.1 above, and forthwith to advise the mandatary, in writing, of any money-broking transactions from which the mandator wishes to withdraw or that the mandator wishes to have terminated as soon as the mandatary may lawfully procure such withdrawal or termination; 5.2.2 forthwith to notify the mandatary in writing if there is anything contained in any statement referred to in paragraph 4.1, above, that is not understood or that is believed to be incorrect and, furthermore, undertakes likewise to notify the mandatary if the mandator does not receive a statement in any month: Provided that if the mandator does not receive a satisfactory explanation from the mandatary in reply to the mandator’s notification to the mandatary, as aforesaid, the mandator shall be entitled to advise, within a reasonable time, the Manager Surveillance of the NSX of such lack of satisfaction and, at the same time, deliver to the Manager: Surveillance of the NSX a copy of the relevant explanations and correspondence.
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ACKNOWLEDGEMENT AND UNDERTAKINGS. Takeovers Code 7.1 The Purchaser acknowledges that Closing of the sale and purchase of the Sale Shares will require the Purchaser to make a mandatory general offer under the Takeovers Code for all the remaining shares in the Company not owned by the Purchaser and persons acting in concert with the Purchaser. 7.2 The Purchaser undertakes to the Vendor that the Purchaser will comply with all the relevant requirements of the Takeovers Code applicable to the Purchaser in respect of the sale and purchase of the Sale Shares under this Agreement. 7.3 The Guarantor as licensor and the Company as licensee have entered into a deed of licence dated 20 November 2013 (the “IP Licence Deed”), pursuant to which the Guarantor has granted to the Company, at nil consideration, a revocable, non-transferable and non-exclusive licence to use the Melco Intellectual Property specified in the IP Licence Deed in connection with the business of the Company. The IP Licence Deed provides that it will automatically terminate if the Guarantor ceases to have more than a 35% beneficial interest in the Company. 7.4 On Closing, the Guarantor and the Company shall enter into the Supplemental IP Licence Deed, pursuant to which the Group is allowed to use the Melco Intellectual Property specified in the IP Licence Deed on the terms of the IP Licence Deed, as amended by the Supplemental IP Licence Deed, on substantially the same terms as the IP Licence Deed, for a transitional period of 4 months after Closing. 7.5 As soon as practicable after Closing, and in any event within 4 months of the Closing Date, the Purchaser shall cause the Company and all relevant members of the Group to (i) obtain all necessary approvals and file all documentation necessary at the relevant government authority to change its and their respective names and company logos to remove any reference to the Melco Name; (ii) complete the deregistration of the Hong Kong trade m▇▇▇ with number 301043694 registered under the name of Rising Move International Limited, a wholly owned subsidiary of the Company; and (iii) cease use of the websites hosted on the relevant internet domain names which contain the Melco Name. In the event that the Company and/or the relevant members of the Group breach this clause 7.5, the Guarantor and/or any of its Affiliates (other than the Group) shall be entitled to specific performance of this clause 7.5 and to injunctive relief against further violations, as well as any other remedies at law or i...
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ACKNOWLEDGEMENT AND UNDERTAKINGS. The Pledgor undertakes to deliver to the Process Agent without undue delay upon execution of this Agreement an appointment letter in the form of Annex I (the “Appointment Letter”) and to send a copy of the Appointment Letter to the Administrative Agent.
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ACKNOWLEDGEMENT AND UNDERTAKINGS. 4.1 The Governing Body acknowledges that in performance of the Authority’s obligations under this Agreement the Authority will follow procedures and take certain actions required under the terms of the Agreement. 4.2 The Authority and the Governing Body agree that: 4.2.1 The Authority shall keep the Governing Body informed of any changes made from time to time to the Agreement insofar as they affect the School. 4.2.2 The Authority will not give any consent, approval or authorisation of any matter concerning the School which in the reasonable opinion of the Authority could have a material effect upon the Governing Body without the prior approval of the Governing Body and or the School’s Representative; 4.2.3 The Governing Body shall be wholly responsible for making direct payment(s) to the Authority in relation to the Traded Services delivered at the School in accordance with the Overall Agreement Price. 4.2.4 The Authority shall consult with a designated School Representative before agreeing any date by which a particular decision concerning the School is to be taken. 4.2.5 The Governing Body will undertake its obligations and responsibilities as set out in accordance with the associated Schedule(s) for Traded Services purchased. 4.2.6 The Governing Body will ensure prompt payment of invoice(s) to the Authority within 30 (thirty) calendar days of the receipt of the invoice in order to avoid interest payments.
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Related to ACKNOWLEDGEMENT AND UNDERTAKINGS

  • Acknowledgement and Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

  • Acknowledgement and Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2015-1 SUBI Certificate and the 2015-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.

  • Acknowledgements The Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

  • Acknowledgement of Full Understanding THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

  • ACKNOWLEDGEMENT OF ADDENDA The Bidder shall acknowledge receipt of any addenda issued to this solicitation by completing the blocks below or by completion of the applicable information on the addendum and returning it not later than the date and time for receipt of the bid. Failure to acknowledge an addendum that has a material impact on this solicitation may negatively impact the responsiveness of your bid. Material impacts include but are not limited to changes to specifications, scope of work/services, delivery time, performance period, quantities, bonds, letters of credit, insurance, or qualifications. Addendum No. , Date Addendum No. , Date Addendum No. , Date Addendum No. , Date The Bidder represents that the following principals are authorized to sign bids, negotiate and/or sign contracts and related documents to which the bidder will be duly bound. Principal is defined as an employee, officer or other technical or professional in a position capable of substantially influencing the development or outcome of an activity required to perform the covered transaction. Name Title Telephone Number/Email (Signature) (Date) (Title) (Name of Business) The Bidder shall complete and submit the following information with the bid: Partnership Non-Profit Joint Venture* Corporation Principal Place of Business (Florida Statute Chapter 607): City/County/State THE PRINCIPAL PLACE OF BUSINESS SHALL BE THE ADDRESS OF THE BIDDER’S PRINCIPAL OFFICE AS IDENTIFIED BY THE FLORIDA DIVISION OF CORPORATIONS. Federal I.D. number is: * Joint venture firms must complete and submit with their Bid Response the form titled “Information for Determining Joint Venture Eligibility”, and a copy of the formal agreement between all joint venture parties. This joint venture agreement must indicate the parties’ respective roles, responsibilities and levels of participation for the project. If proposing as a Joint Venture, the Joint Venture shall obtain and maintain all contractually required insurance in the name of the Joint Venture as required by the Contract. Individual insurance in the name of the parties to the Joint venture will not be accepted. Failure to timely submit the required form along with an attached written copy of the joint venture agreement may result in disqualification of your Bid Response List at least three (3) clients during the past ten (10) years for which you provided a comparable amount of goods or services substantially similar to those specified in the solicitation in the spaces provided below. Provide the Company name, contact person, address, email address, telephone number, and date services were performed, as described.