Undertakings of the Parties Clause Samples
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Undertakings of the Parties. 3.1 In the context of discussions, preparations or negotiations, the Discloser may disclose Confidential Information to the Recipient. The Recipient agrees to use the Confidential Information solely in connection with purposes contemplated between the Parties in this Agreement and not to use it for any other purpose without the prior written consent of the Discloser.
3.2 The Recipient will not disclose and will keep confidential the information received, except to its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with the permitted purposes specified in clause 2. The Recipient will inform them about the confidential quality of the information provided and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in this Agreement. The Recipient will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly observed and will assume full liability for the acts or omissions made for its personnel representatives or agents.
3.3 The Recipient will use the Confidential Information exclusively for the permitted purpose stated in clause 2 and not use the information for its own purposes or benefit.
3.4 The Recipient will not disclose Confidential Information received to third parties unless otherwise agreed.
3.5 The Recipient shall treat all Confidential Information with the same degree of care as they give to their own confidential information.
3.6 All Confidential Information disclosed under this Agreement shall be and remain the property of the Discloser, and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party. Principally, nothing in this Agreement shall be deemed to grant to the Recipient licence expressly or by implication under any patent, copyright or other intellectual property right. The Recipient hereby acknowledges and confirms that all existing and future intellectual property rights related to the Confidential Information are exclusive titles of the Discloser. For the sake of clarity based in reciprocity and good faith of the Parties, the Recipient will not apply for or obtain any intellectual property protection in respect of the Confidential Information received. Likewise any modifications and improvements thereof by the Recipient shall be the sole property ...
Undertakings of the Parties. 8.1.1 The Parties undertake and agree to do all things necessary, including without limitation giving all necessary instructions and directions to the Directors nominated by them pursuant to Section 14.1, and shall ensure that the Directors pass resolutions which may from time to time be necessary to ensure preparing and submitting all application documents to the Examination and Approval Authority, the Registration Authority and other relevant Government Authority for the establishment of the Joint Venture; and all such document are true and accurate.
8.1.2 The Parties attend to all matters which are necessary for and instrumental to the completion of all the formalities for the establishment of the Joint Venture, including, but not limited to, the following:
(a) passing a Board resolution authorizing the investment in the PRC in the form of a cooperative joint venture on terms set out in this Contract and the Articles of Association;
(b) preparing and submitting all relevant documents to the relevant Government Authority; and
(c) making all required contributions to the Registered Capital and providing the Cooperative Condition to the Joint Venture in accordance with this Contract and the Articles of Association.
Undertakings of the Parties. Each of the Program Agent and the Purchaser agree that if the Distributor is replaced as principal distributor for any Fund, any Advisor is replaced as investment advisor for any Fund or the investment advisor for any proposed Additional Fund is not an Advisor hereunder, they shall at the request of the Seller consider in good faith entering into mutually satisfactory amendments to the Program Documents so as to permit Receivables to continue to be purchased hereunder. It being understood that the Purchaser and the Program Agent shall not be obligated to consent to any such amendment and that the decision to consent to any such amendment will be subject to their due diligence review of any such successor or additional party.
Undertakings of the Parties. 2.1 Undertakings of the Seller: The Seller hereby binds Itself, Its representatives, Its Approved Subsidiaries (hereinafter collectively referred to as the “Entities Using the Site”). It hereby undertakes that the Entities Using the Site shall comply with all undertakings set forth in this Agreement, as well as with the access procedures and documentation provided by the Purchaser to the Seller. As a result, the Seller shall be liable for any activities and liabilities incurred by the Entitles Using the Site.
2.2 Undertakings of the Purchaser: The Purchaser hereby agrees to grant the Seller access to the Site and Services using SSL (Secure Socket Layer) technology or any other data encryption technology for the duration of this Agreement
2.3 The Purchaser hereby agrees to provide to the Seller the key and .access procedures (the “Access Key”) as are more particular described In 5 herein, as well as the documentation necessary for the use of the Site within one (1) month of the signature of this Agreement by the Seller.
Undertakings of the Parties. 7.1 The Parties shall refrain from any action, and notify each other immediately of any development, that may jeopardise or hinder the consummation of the transactions contemplated hereby.
7.2 The Parties shall extend their reasonable assistance to each other in respect of satisfaction of the conditions precedent set out in this Agreement.
7.3 The Seller and the Purchaser shall be obliged to provide each other with any and all information as permitted by Laws, necessary for the consummation of transactions contemplated hereby.
7.4 If after the signing of this Agreement and before the Completion Date any Party shall become aware of any event or matter or if any event or matter shall arise which results or may result in any of the Warranties being unfulfilled, untrue, misleading or incorrect in any material respect at the Completion Date, then that Party shall immediately notify the other Party in writing fully thereof prior to the Completion and the other Party (at their own cost) shall make any investigation concerning the event or matter which the first Party may require.
7.5 The Seller undertakes and guarantees to the Purchaser that after the signing of this Agreement and before the Completion Date the Seller will ensure the Company will carry out until the Completion Date its activities solely in the normal and usual course of business, with care and responsibly, so as to protect its relations and reputation vis-a-vis third parties, the public authorities and any other Persons maintaining business relations with it. Without limiting the general scope of the foregoing paragraph, there has not been and will not be, during the same period, save with the Parties prior written mutual consent:
(i) any change in the Company's financial position, earnings, assets, liabilities, business, operations or budgets other than normal changes falling within the normal scope of business,
(ii) any new liabilities originating from the period prior to the Effective Date,
(iii) any purchase or sale of stock by the Company,
(iv) any issue, division or pooling by the Company of shares or other investment securities, any granting of rights or options to buy or to subscribe for shares of the Company or that may grant the right to buy or subscribe for stock representing a share of the Company's capital,
(v) any payment of dividends, prepaid dividends or other sums (in particular by capital reduction or redemption) and more generally any operation that may lead to the allocation o...
Undertakings of the Parties. The Contractor’s Undertaking
3.1 The Contractor shall execute the Engagement with such proficiency and care as follows from applicable laws, ordinances and regulations and from generally accepted standards in the indus- try.
3.2 The Contractor is not liable for conclusions or recommendations based on incorrect or defi- cient information from the Client or a third party engaged by the Client. If there are evident rea- sons for the Contractor to assume that the in- formation provided is incorrect or deficient, the Client shall be promptly informed thereof.
Undertakings of the Parties. Addax shall pay to ERHC by wire transfer of readily available funds, (i) no later than ten (10) days after the execution of this Agreement, the sum of One Million Three Hundred and Fifty Thousand US dollars (US$ 1,350,000), and (ii) no later than ten (10) days after the execution of the PSC in respect of Block 4 or the acquisition of the Assigned Interest by Addax, whichever is later, the sum of Sixteen Million Six Hundred and Fifty Thousand US dollars (US$16,650,000).
Undertakings of the Parties. That for in consideration of the mutual agreements, covenants and undertakings herein above and hereinafter set out, the parties do hereby agree as follows:
Undertakings of the Parties. The Parties agree that they will co-operate with each other in order that the ICP Project can be effectively and efficiently implemented.
Undertakings of the Parties. (a) If in the course of processing the Application, the JDA requests the Parties to revise the terms offered under such Application, the Parties shall endeavor to agree unanimously on a response to the proposed revisions within the time frame allowed under the circumstances. If the Parties are unable to so agree, then Pioneer may propose such terms as it deems most likely to satisfy the JDA and may proceed with negotiations.
(b) If the Application is successful, the Parties thereto shall proceed to negotiate in good faith and execute a PSC with the JDA. Pioneer shall act as the lead negotiator for the Parties during the negotiation of the PSC. Pioneer shall promptly advise ERHC of upcoming meetings with the JDA, consult with ERHC regarding strategy, and otherwise advise ERHC of the progress of negotiations. Each of such Parties shall be entitled to be present at and participate in all negotiations with the JDA. Nothing contained herein shall be deemed to obligate Pioneer to execute the PSC if, in its sole discretion, it decides not to. However, if Pioneer notifies ERHC in writing that it will not accept the Assignment, and ERHC notifies Pioneer in writing that it desires to execute the PSC, Pioneer shall assign all of its rights under this Agreement to ERHC, free and clear of any encumbrances of any sort created by Pioneer, and this Agreement shall terminate and neither Party shall have any further obligations to the other Party.
(c) Neither Party shall have the right to bind the other Party without such Party's prior written approval.
(d) Each Party shall bear its own costs related to the negotiation and execution of the agreements contemplated by this Agreement.
(e) Neither Party nor any of its Affiliates shall, for a period of two (2) years after the Effective Date, enter into any agreement with any entity or person pursuant to which a Party acquires an interest in Block 2 other than through the PSC, JOA and other agreements that are contemplated by this Agreement. Without prejudice to any other remedies either Party may have, if any Party acquires such an interest in violation of this undertaking, it shall forthwith notify the other Party and, upon request, assign or cause to be assigned all of the interest so acquired to the other Party for the same consideration paid by such Party or its Affiliate to the entity from whom such interest was acquired.
(f) During the Earning Period Pioneer shall be entitled to vote on behalf of ERHC the Participating Int...