Subscriber Undertakings Clause Samples

Subscriber Undertakings. The Subscriber acknowledges, agrees and undertakes: 11.1 That the documents/details submitted by the Subscriber along with the CAF are subject to clearance/acceptance by the Company. In case of non-acceptance/rejections of documents, the refund, wherever applicable, will be made as per the Applicable Law, as may be amended from time to time. 11.2 To pay to the Company all the charges including the tariff charges as published and notified by Company from time to time, in a timely manner.
Subscriber Undertakings a. Subscriber understands, acknowledges and agrees with the Series as follows: i. Subscriber hereby acknowledges and agrees that the Subscription hereunder is irrevocable by Subscriber, and that, except as required by law, Subscriber is not entitled to cancel, terminate or revoke this Agreement and that this Agreement shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. ii. No federal or state agency has made any findings or determination as to the fairness of the terms of this subscription for investment nor any recommendations or endorsement of the Securities. iii. This offering of the Securities is intended to be exempt from registration under the Act by virtue the provisions of Regulation A thereunder, which is in part dependent upon the truth, completeness and accuracy of the statements made by Subscriber herein.
Subscriber Undertakings. Subscriber confirms that: (i) it is registered and validly existing under the laws of its jurisdiction of registration and will only grant Users access to the Service in that territory; (ii) any information that it submits to Kognity is, and will be, (a) true, accurate and complete, and (b) lawfully shared without any further requirement or condition, including obtaining consent from any User or any third party; (iii) in using the Service, it, and its Users, will comply with (a) any laws and regulations, including Data Protection Laws, (b) the terms of the Subscription Agreement, including these Standard Terms, the DPA and the Terms of Use, and (c) any guidelines communicated by Kognity from time to time; and (iv) it is not named on any list of prohibited or restricted parties published by the European Union, the United Nations, the United States or any other government or international institution, nor is it owned or controlled by or acting on behalf of any such party, and it will not use the Service in violation of any export control laws, trade sanctions or embargoes or in any manner that could cause Kognity or any third party to violate such laws or regulations.
Subscriber Undertakings. A. Subscriber will notify Publisher of nonconformities between the Service and product descriptions, and of any errors or inaccuracies in the Service content of which Subscriber becomes aware. B. Subscriber is responsible for all security for and all use of the Service initiated by persons using Subscriber’s user names and passwords or accessing the Service through Subscriber’s IP address. C. Subscriber will use reasonable efforts to notify Authorized Users of these Terms and Conditions and will take steps to protect the Service from unauthorized use of the Service or other breach of these Terms and Conditions. D. Subscriber will issue passwords and user names and other access information only to Authorized Users and will use reasonable efforts to ensure that Authorized Users do not divulge their passwords, user names, or other access information to any third party. E. Subscriber will use reasonable efforts to monitor compliance with these Terms and Conditions and immediately upon becoming aware of any unauthorized use of the Service or other breach of these Terms and Conditions, or of lost or stolen user names and passwords, inform Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that the activity ceases and to prevent any recurrence. F. When using the Service outside the United States, Subscriber shall be the exporter and importer of record of the Service by electronic means or otherwise, and is responsible for determining and complying with all applicable United States and foreign export and import, procurement data and technology transfer laws, rules, regulations, customs, tariffs, duties, and fees.
Subscriber Undertakings. 6.1 The Subscriber undertakes, by no later than 20 October 2016, to either - 6.1.1 provide the Company with an irrevocable and unconditional guarantee from a reputable bank and in a form acceptable to the Company (acting reasonably) in terms of which such bank guarantees the obligations of the Subscriber to the Company in terms of this Agreement to pay the Aggregate Subscription Price; or 6.1.2 deposit the Aggregate Subscription Price with a reputable firm of attorneys in South Africa (which shall include either ▇▇▇▇▇▇ ▇▇▇▇▇▇ Hofmeyr Incorporated or Werksmans Incorporated) and on terms and conditions acceptable to the Company (acting reasonably). 6.2 Without prejudice to the rights of the Company in terms of this Agreement or at law, the Company shall be entitled to terminate this Agreement should the Subscriber fail to comply with the provisions of 6.1 and fail to remedy such breach within 5 (five) business days of written demand therefor by the Company being made. 6.3 Notwithstanding the aforegoing provisions of this clause 6, upon the fulfilment or waiver of the Condition Precedent contained in clause 4.1.1 the Parties may nevertheless agree to dispense with the obligations imposed on the Subscriber in terms of clause 6.1, provided that such agreement shall have been reduced to writing and signed by the Parties.

Related to Subscriber Undertakings

  • Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

  • Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Undertakings The Company shall comply with all the provisions of any undertakings contained and required to be contained in the Registration Statement.