Subscriber Undertakings Clause Samples

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. 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.