UNDERTAKINGS AND OBLIGATIONS Clause Samples
UNDERTAKINGS AND OBLIGATIONS.
3.1 Subject to Clauses 3.4 and 3.5, and the compliance by the Restructuring Companies and any other member of the Group with their respective obligations under Clauses 3.2, and 3.3 of this Agreement, each Participating Creditor irrevocably undertakes in favour of the Restructuring Companies that it will:
(a) use all commercially reasonable endeavours to support, facilitate, implement or otherwise give effect to the Restructuring as soon as reasonably practicable, provided that a Participating Creditor shall not be required under this clause to take any of the action which is not explicitly required under the terms of this Agreement (including the Term Sheet), unless such action is:
(i) necessary for the purpose of the Restructuring;
(ii) consistent in all material respects with the terms set out in this Agreement (including the Term Sheet); and
(iii) the Company reimburses the reasonable out-of-pocket costs of the Participating Creditors directly incurred in taking such action requested by the Restructuring Companies.
(b) review, negotiate and finalise (as applicable), in good faith, the Restructuring Documents and any and all other documents required to implement the Restructuring (as applicable to such Participating Creditor) as soon as practicable, such that they are consistent in all material respects with the terms of this Agreement, the terms set out in the Term Sheet, and in order to ensure that the Restructuring Documents are in the Agreed Form;
(c) progress and implement the Restructuring in accordance with the terms set out in this Agreement;
(d) use all commercially reasonable endeavours to provide assistance to the Restructuring Companies and each Subsidiary Obligor for the purpose of obtaining any regulatory or statutory clearance in connection with the Restructuring;
(e) support any actions taken by the Obligors to obtain recognition or protection of the Restructuring in any court of any jurisdiction and take all other commercially reasonable actions requested by the Restructuring Companies to implement or protect the Restructuring, in each case, at the reasonable cost of the Company and only to the extent necessary or desirable to implement the Restructuring and provided that the terms of such support are reasonably requested by the Company and are consistent in all material respects with the terms set out in this Agreement (including the Term Sheet);
(f) if any Insolvency Proceeding is commenced in respect of any member of the Group in an...
UNDERTAKINGS AND OBLIGATIONS. 3.1 The USMS Group undertakes to Longport :
(a) not to register or assert any rights to :
(i) any trade ▇▇▇▇, patent, registered design, internet domain name or other intellectual property rights owned from time to time by any member of the Longport Group;
(ii) the design of the Scanner or any invention contained therein;
(b) not to be involved in any activity for the duration of this Agreement which may bring the intellectual property rights or other rights of Longport or Longport the entity into question or disrepute;
(c) bring to the attention of Longport any improper or wrongful use of the Scanner or any possible infringement of Longport's intellectual property rights, or any faults or defects in the Scanner which have become known to USMS;
(d) shall comply fully with the requirements of all relevant regulatory bodies and shall ensure that it does not take any action or make any representation which may impede Longport in obtaining or continuing subsistence of any such approval; and
(e) to attend the initial training courses on the use of the Scanner, and any further training courses required in the event that Longport produces an update, enhancement or modification to the Scanner.
3.2 USMS and its Sub-Agent shall not:
(a) use the terms "exclusive", "sole" or any similar meaning term in marketing and sales activities or materials to undermine the activities of other distributors and agents Longport has in the "Wound Care Market";
UNDERTAKINGS AND OBLIGATIONS. 3.1 The FUTURE SCAN Group undertakes to Longport :
(a) not to register or assert any rights to :
(i) any trade ▇▇▇▇, patent, registered design, internet domain name or other intellectual property rights owned from time to time by any member of the Longport Group;
(ii) the design of the Scanner or any invention contained therein;
(b) not to be involved in any activity for the duration of this Agreement which may bring the intellectual property rights or other rights of Longport or Longport the entity into question or disrepute;
(c) bring to the attention of Longport any improper or wrongful use of the Scanner or any possible infringement of Longport’s intellectual property rights, or any faults or defects in the Scanner which have become known to FUTURE SCAN;
(d) shall comply fully with the requirements of all relevant regulatory bodies and shall ensure that it does not take any action or make any representation which may impede Longport in obtaining or continuing subsistence of any such approval; and
(e) to attend the initial training courses on the use of the Scanner, and any further training courses required in the event that Longport produces an update, enhancement or modification to the Scanner.
3.2 FUTURE SCAN and its Sub-Agent shall not through any means state or imply that FUTURE SCAN has the any exclusive distribution rights in the Territory.
3.3 The FUTURE SCAN Group and Longport Group undertake to each other during the continuance of this Agreement as well as after its termination to maintain the confidentiality obligations contained in Condition 21 of Schedule 2.
3.4 For the duration of this Agreement, FUTURE SCAN and Longport agree not to issue press releases or other announcements that mentions the other party or its interests without first seeking the written authorization, and whenever possible the agreement of the other party. Neither party should unnecessary delay announcements by the other party and should give good reason why they have requested editorial changes, including when appropriate reference to this Agreement. Whenever a significant event occurs involving Longport and FUTURE SCAN, both parties shall co-ordinate the issuance of appropriate press releases in a timely manner. For the avoidance of doubt the events described in Clause 7.1, subject to Clause 7.6, shall be considered a significant event.
UNDERTAKINGS AND OBLIGATIONS. The Borrower does not comply with any term of the Agreement, including, without limitation, any of the undertakings it has given pursuant to Clause 11 (Undertakings) and Clause 12 (Information Undertakings). Save for the undertakings given pursuant to Clause 11.4 (Environmental and Social Liability), Clauses 11.8 (Sanctions List and Embargo) and 11.9 (Licit Origin, absence of Prohibited Practices) in respect of which no grace period is permitted, no Event of Default will occur under this paragraph (b) if the non-compliance is capable of remedy and is remedied within five (5) Business Days of the earlier of (A) the date of the Lender’ notice of failure to the Borrower; and (B) the Borrower becoming aware of the breach, or within the time limit determined by the Lender in the case referred to in subparagraph (e) of Clause 11.9 (Licit Origin, absence of Prohibited Practices).