UNDERTAKINGS OF THE ASSIGNOR Clause Samples

UNDERTAKINGS OF THE ASSIGNOR. Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Assignor undertakes to the Collateral Agent: 13.1 subject to Clause 9 of this Agreement, to refrain from any acts or omissions, the purpose or effect of which is or would be the material dilution of the value of the Receivables or the Receivables ceasing to be assignable or subjecting any Receivable to any law other than German law other than in the Assignor’s ordinary course of business; 13.2 to inform the Collateral Agent without undue delay in writing of any attachment (Pfändung) over any of the Receivables or part thereof and any third parties bringing claims in respect of any of the Receivables or part thereof or any other measures which would impair or jeopardize the Collateral Agent’s rights relating to any Receivable or materially impair its value, such notice to be accompanied by any documents the Collateral Agent might need to defend itself against any claim by a third party. In the event of an attachment, the Assignor undertakes to forward to the Collateral Agent without undue delay a copy of the attachment order (Pfändungsbeschluß), any transfer order (Überweisungsbeschluß) and all other documents necessary or expedient for a defence against such attachment. The Assignor shall inform the attaching creditor of the Collateral Agent’s security interests without undue delay;
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UNDERTAKINGS OF THE ASSIGNOR. Unless permitted or otherwise provided for in the Loan Documents or this Agreement or by the Administrative Agent’s prior written consent, the Assignor hereby undertakes to the Administrative Agent and the other Secured Parties as follows: (a) to take any steps necessary or appropriate to protect and maintain the Assigned Claims, collect the Assigned Claims in the ordinary course of business and take all measures required to ensure that the Assigned Claims are paid when due; (b) to comply with the material terms and undertakings of all contracts under which the Assigned Claims have accrued or will accrue in the future in all material aspects; (c) not to close the Bank Account without the prior written consent of the Administrative Agent;
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UNDERTAKINGS OF THE ASSIGNOR. During the term of this Agreement, the Assignor undertakes to the Administrative Agent: 11.1 not to take, or participate in, any action which results or might result in a sale, transfer, encumbrance or other disposal of the Receivables or permit to subsist, create or agree to create any security interest or third party right in or over the Receivables other than as expressly permitted under the terms of this Agreement or the Credit Agreement; 11.2 to refrain from any acts or omissions, the purpose or effect of which is or would be the material dilution of the value of the Receivables or the Receivables ceasing to be assignable other than (i) in the Assignor’s ordinary course of business or (ii) as permitted under the terms of this Agreement or the Credit Agreement; 11.3 to inform the Administrative Agent without undue delay in writing of any attachment (Pfändung) over any of the Receivables or part thereof and any third parties bringing claims in respect of any of the Receivables or part thereof or any other measures which might impair or jeopardize the Administrative Agent’s rights relating to any Receivable or materially impair its value, such notice to be accompanied by any documents the Administrative Agent might need to defend itself against any claim by a third party. In the event of an attachment, the Assignor undertakes to forward to the Administrative Agent without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary or expedient for a defence against such attachment. The Assignor shall inform the attaching creditor of the Administrative Agent’s security interests without undue delay; 11.4 to take, at its own cost and expense, all such action as is available to it as may be necessary for the purpose of the creation, perfection, protection or maintenance of the security rights created or intended to be created by or pursuant to this Agreement or to facilitate the realisation of the Receivables; and 11.5 upon the Administrative Agent’s request, to allow the Administrative Agent (as well as accountants, other professional advisors and contractors of the Administrative Agent) for the purpose of inspecting and checking any of the Receivables to examine, audit and inspect its books, accounts and other documents wherever located at all times and on reasonable notice at the risk and cost of the Assignor during normal business hours, and to make and take away copies of...
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UNDERTAKINGS OF THE ASSIGNOR. In addition to and without any prejudice to the provisions under this Agreement, the Credit Agreement and the Notes Documentation, the Assignor shall:
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UNDERTAKINGS OF THE ASSIGNOR. (a) The Assignor undertakes to provide for the protection and maintenance of the Assigned Rights, in particular pay annual charges and/or other expenses necessary for the protection and maintenance of the Intellectual Property Rights, and to take any action required to ensure the validity of the Assigned Rights. Upon the Assignee's request the Assignor shall prove payment of the aforementioned annual charges and/or other expenses to the Assignees. The Assignees shall be entitled, although not obliged, to effect payment of such annual charges or other expenses themselves on behalf and for the account of the Assignor. The Assignor shall notify the Assignees immediately, if the Assignor knows or has reason to believe, that any or all of the Assigned Rights are impaired or endangered by any act or any party or third party. (b) The Assignee shall be entitled, although not obliged, to have the Intellectual Property Rights assigned to it under this Agreement registered under its name or the name of a third party appointed by it, at the Assignor's expense. Therefore the Assignor undertakes to declare upon the Assignee's request in each case its consent, attested by a public notary, to the reregistration of the Intellectual Property Rights. (c) The Assignor grants to the Assignees the right to inspect at any time its books and other documents and data in order to inspect the Assigned Rights.
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Related to UNDERTAKINGS OF THE ASSIGNOR

  • UNDERTAKINGS OF THE PLEDGOR Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee: 8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee. 8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.

  • Undertakings of both Parties 2.1 The Supplier and the Buyer each undertake that they shall: (a) report to the other Party every [enter number] months on: (i) the volume of Data Subject Request (or purported Data Subject Requests) from Data Subjects (or third parties on their behalf); (ii) the volume of requests from Data Subjects (or third parties on their behalf) to rectify, block or erase any Personal Data; (iii) any other requests, complaints or communications from Data Subjects (or third parties on their behalf) relating to the other Party’s obligations under applicable Data Protection Legislation; (iv) any communications from the Information Commissioner or any other regulatory authority in connection with Personal Data; and (v) any requests from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law, that it has received in relation to the subject matter of the Contract during that period; (b) notify each other immediately if it receives any request, complaint or communication made as referred to in Clauses 2.1(a)(i) to (v); (c) provide the other Party with full cooperation and assistance in relation to any request, complaint or communication made as referred to in Clauses 2.1(a)(iii) to (v) to enable the other Party to comply with the relevant timescales set out in the Data Protection Legislation; (d) not disclose or transfer the Personal Data to any third party unless necessary for the provision of the Services and, for any disclosure or transfer of Personal Data to any third party, (save where such disclosure or transfer is specifically authorised under the Contract or is required by Law) ensure consent has been obtained from the Data Subject prior to disclosing or transferring the Personal Data to the third party. For the avoidance of doubt the third party to which Personal Data is transferred must be subject to equivalent obligations which are no less onerous than those set out in this Annex; (e) request from the Data Subject only the minimum information necessary to provide the Services and treat such extracted information as Confidential Information; (f) ensure that at all times it has in place appropriate Protective Measures to guard against unauthorised or unlawful Processing of the Personal Data and/or accidental loss, destruction or damage to the Personal Data and unauthorised or unlawful disclosure of or access to the Personal Data; (g) take all reasonable steps to ensure the reliability and integrity of any of its personnel who have access to the Personal Data and ensure that its personnel: (i) are aware of and comply with their ’s duties under this Annex 2 (Joint Controller Agreement) and those in respect of Confidential Information (ii) are informed of the confidential nature of the Personal Data, are subject to appropriate obligations of confidentiality and do not publish, disclose or divulge any of the Personal Data to any third party where the that Party would not be permitted to do so; (iii) have undergone adequate training in the use, care, protection and handling of Personal Data as required by the applicable Data Protection Legislation; (h) ensure that it has in place Protective Measures as appropriate to protect against a Data Loss Event having taken account of the: (i) nature of the data to be protected; (ii) harm that might result from a Data Loss Event; (iii) state of technological development; and (iv) cost of implementing any measures; (i) ensure that it has the capability (whether technological or otherwise), to the extent required by Data Protection Legislation, to provide or correct or delete at the request of a Data Subject all the Personal Data relating to that Data Subject that the Supplier holds; and (i) ensure that it notifies the other Party as soon as it becomes aware of a Data Loss Event. 2.2 Each Joint Controller shall use its reasonable endeavours to assist the other Controller to comply with any obligations under applicable Data Protection Legislation and shall not perform its obligations under this Annex in such a way as to cause the other Joint Controller to breach any of its obligations under applicable Data Protection Legislation to the extent it is aware, or ought reasonably to have been aware, that the same would be a breach of such obligations

  • REPRESENTATIONS OF THE ASSIGNEE The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, and (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA.

  • Further Agreements of the Company The Company covenants and agrees with each Underwriter that:

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