The Sellers' Undertakings Sample Clauses

The Sellers' Undertakings. The Sellers undertake to: (a) in the case of SNet and Ting Kan Nok, (i) cause CMD to maintain its current legal status; (ii) introduce other Internet-related acquisitions opportunities in the People's Republic of China to the Purchaser; and (b) cause _____ and ____ to act as representatives of the Sellers.
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The Sellers' Undertakings. 2A.1 The Sellers undertake to cooperate with the Buyer and transmit to the Buyer all information and/or financial statements and/or other pertinent data concerning the Company and Matan, which must be included in the prospectus/es submitted on May 31, 2007, in connection with the raising of capital for the Buyer from US investors and to be submitted, pursuant to the Registration Rights Agreement, as defined in section 3.7 herein below. Without derogating from the aforesaid, it is clarified that the financial statements of the Company and Matan for the years 2004, 2005 and 2006 are audited and prepared pursuant to U.S. auditing and reporting standards, as required by the U.S. Securities Exchange Commission, as well as any other financial statement of Cellocator and/or Matan that is required, insofar as such is required, by the U.S. Securities Exchange Commission (against payment of the cost involved in the preparation thereof) shall be prepared by the Sellers’ accountants (▇▇▇▇▇▇▇▇ office) and shall include, in addition to the unqualified opinion of the auditors, also a letter of agreement of the Sellers’ accountants to incorporate the financial statements in the Form F-3 Registration Statement that the Buyer submitted to register for trade the shares that were allocated to U.S. institutional investors, which was submitted on May 31, 2007, and the Form F-3 Registration Statement that is to be filed as detailed in the Registration Rights Agreement, as defined in section 3.7 herein below; and the Buyer and the Sellers shall sign them, and the completion of these statements is a condition for the closing of the transaction. The Buyer shall bear any costs and expenses to third parties (such as to the accountants) involved in the preparation of the statements and the transfer of information, as aforesaid, up to a total sum of USD 80,000. The Buyer shall bear the costs, as aforesaid, subject to the closing of the transaction subject of this agreement so that on the Date of Closing all costs and expenses shall also be paid, as aforesaid, against a statutory tax invoice; notwithstanding the aforesaid, the Buyer shall bear the foregoing costs also in the event that the transaction will not be completed, as a result of an act or omission of the Buyer. 2A.2 The Sellers undertake not to sell 5 percent or more of the issued share capital of the Buyer at the time of the sale, as aforesaid, to any person or to one isolated body, in one or several transactions, until the c...
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Related to The Sellers' Undertakings

  • Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2. (b) The Mortgage Loan Seller hereby makes, as of the date hereof (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C, subject to the exceptions set forth in Schedule C. The Mortgage Loan Seller is also referred to herein as the “Responsible Repurchase Party”. (c) The Mortgage Loan Seller hereby represents and warrants, as of the date hereof, to and for the benefit of the Purchaser only, that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans. (d) The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s role as “originator” (or the role of any third party as “originator” of any Mortgage Loan for which the Mortgage Loan Seller was not the originator) and “sponsor” in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in each of the Preliminary Prospectus and the Prospectus complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein.

  • Depositor’s Representations and Warranties The Depositor represents and warrants to the Issuer as of the Closing Date, on which the Issuer is relying in purchasing the Sold Property and which will survive the sale and assignment of the Sold Property by the Depositor to the Issuer under this Agreement and the pledge of the Sold Property by the Issuer to the Indenture Trustee under the Indenture:

  • Guarantor’s Representations and Warranties Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information, ▇▇▇▇▇▇ shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower.

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

  • GRANTOR'S REPRESENTATIONS AND WARRANTIES Grantor warrants that: (a) this Agreement is executed at Borrower's request and not at the request of Lender; (