Acknowledgements and Undertakings. Each of the Fourth Issuer Secured Creditors hereby acknowledges the assignments, charges and other security interests made or granted by the foregoing provisions of this CLAUSE 3 and undertakes to the Security Trustee not to do anything inconsistent with the security given under or pursuant to this Deed or knowingly to prejudice the security granted to the Security Trustee pursuant to this CLAUSE 3 or the Fourth Issuer Charged Property or the Security Trustee's interest therein provided that, without prejudice to CLAUSE 9 (Receiver), nothing in this Deed shall be construed as limiting the rights exercisable by the aforesaid parties in accordance with the terms of the Fourth Issuer Transaction Documents.
Acknowledgements and Undertakings. (a) The Borrower and the Subsidiary Guarantors agree and acknowledge that certain of the Specified Defaults (as defined in the First Forbearance Agreement) occurred during the First Forbearance Period and that the Specified Defaults (as defined in section 1(c)) might occur or continue during the Forbearance Period (as defined in section 1(a)) and that certain of the Specified Defaults (as defined in the First Forbearance Agreement) constituted, and the Specified Defaults (as defined in section 1(c)) should they occur will constitute material Events of Default.
(b) In addition to the information required to be furnished under the Loan Documents to the Administrative Agent and the Lenders (and without prejudice to sections 5.01 or any other provision of the Credit Agreements), the Borrower shall, as promptly as practicable, provide to the Administrative Agent and the Steering Committee Members any information reasonably requested by the Administrative Agent or the Lenders. Without limiting the generality of the foregoing, the Borrower shall promptly provide to the Administrative Agent and the Steering Committee Members, in a form acceptable to the Administrative Agent,
(i) on Tuesday of each week, a detailed forecast of receipts and disbursements for the Borrower and the Subsidiary Guarantors providing, on a weekly basis, the Borrower's good faith estimate of projected receipts and disbursements for the 13 weeks commencing with the immediately following week, together with a reconciliation of such forecast against the forecast delivered the previous week and a reasonably detailed explanation of any variance between the current forecast and such previously delivered forecast;
(ii) not later than the tenth day following the end of each calendar month, an operational report, including management's good faith estimate of receipts and disbursements for such month, the cash balances of the Borrower and Subsidiary Guarantors as of the end of such calendar month, and an analysis of performance against projected performance as set forth in the phased business plan dated March 9, 2005 previously delivered to the Participant Lenders;
(iii) on Monday of each week, a written or oral (in the sole discretion of the Borrower) update, and at any time on request of the Administrative Agent, a written update, addressed to the financial advisor of the Administrative Agent regarding the status of the Borrower's efforts to sell all or any portion of its business, including, witho...
Acknowledgements and Undertakings. 8 5. Restrictions on Exercise of Certain Rights ......................................................................................
Acknowledgements and Undertakings. 4.1. Assignee's acknowledgement in relation to Credit Agreement I & II The Assignee acknowledges that the Borrower is in material default of various covenants under the Credit Agreement I & II including, without limitation, the obligation to make payments of principal and interest. The Assignee fftt~er acknowledges that it is accepting the assignment of the rights, title and interests under the Credit Agreement I & II solely in reliance on its own investigations of the creditworthiness of the Borrower and that the Assignor ha:~ not made any representation or warranty regarding the current or futur e ability of the Borrower to comply with any payment or other obligations under the Transaction Documents. In contemplation of the above the Assignee agrees that it shall not be entitled to terminate this Agreement or otherwise refuse to accept assignment of the Transaction Documents on the Effective Date and make payment for such assignment due to any or all of the following occurrences:
(a) the Assignee becoming aware of any information regarding the Borrower which was previously unknown to the Assignee and which if it had, been known would or may have prevented the Assignee from agreeing to accept the assignment contempiated by this Agreement;
(b) a deterioration in the financial capacity of the Borrower to make payment of the Debt or its creditors in general;
(c) any change in the political, social or economic conditions existing in Indonesia;
(d) an Insolvency Event or other litigation proceedings ocmm'ing in relation to the Borrower; or
(e) any change m the laws of Indonesia.
Acknowledgements and Undertakings. The Concessionaire shall be responsible for obtaining all surveys zoning, planning permissions32 and/or clearances for the development of the Works and information for carrying out its obligations under the Contract. The Council shall assist the Concessionaire in obtaining the above on the basis set out in 9.5 for the duration of the Contract Term and on the basis that same shall be transferable to the Council and/or any Substitute Entity appointed in terms hereof. Subject to the other provisions of this Contract and to any warranty given by the Council as set out in this Contract, the Council shall not be liable for any costs or delays arising due to the Concessionaire's failure to perform its obligations under 13 due to any lack of knowledge which the Concessionaire is deemed to have hereunder. The Council undertakes that it will not for duration of the Contract Term sell, dispose of, encumber or grant any right of security in respect of the Existing Assets without the prior written approval of the Concessionaire and the Lenders. The Council undertakes to cede and assign to the Concessionaire all warranties received by it from any equipment manufacturers in respect of any software and/or hardware associated with or connected to the Existing Assets.
Acknowledgements and Undertakings a. You acknowledge that:
(i) we are committed to complying with all Relevant Laws; and
(ii) the ability of the BSP Group to comply with Relevant Laws is directly linked to your conduct.
b. You undertake and agree:
(i) to comply with all Relevant Laws and to conduct your business in a manner which will not result in the BSP Group being in breach of any Relevant Laws;
(ii) to notify us promptly (unless prohibited by law from doing so) if you become aware of any claim, action, investigation or proceeding brought against you or your subsidiaries or related entities in respect of any breach of a Relevant Law;
(iii) that, at the time you give us any instruction to make any payment or undertake any other transaction, you will have no reason to suspect that any such payment or transaction will breach any Relevant Law; and
(iv) to provide to us within a reasonable time (and in any case not later than 30 days) any information (including proper accounts and records) we may reasonably require from time to time to manage the risks of money laundering and terrorist financing, to comply with Relevant Laws and to allow us to discharge our duties, obligations and responsibilities under the Relevant Laws.
Acknowledgements and Undertakings. 16.1 The PURCHASER shall be responsible and obliged when requested by the BUILDER to immediately conclude the normal or customary agreements with such other parties as may be necessary or desirable for the supply of water, electricity or any other services to the property.
16.2 The PURCHASER undertakes and agrees to cede to the BUILDER any amount equivalent to the contract price for the Building Works as set out in clause 3 hereof, or any balance thereof which from time to time may be outstanding, and which is to be paid to the BUILDER from the proceeds of the building loan. The PURCHASER shall be obliged to immediately sign all necessary consents or authorities for the direct payment of such amounts to the BUILDER (or his nominee) as the financial institution, that granted the building loan, may require.
Acknowledgements and Undertakings. You acknowledge and represent:
12.1. That you have not relied on the skill or judgment of the Owner in deciding to enter into this Agreement;
12.2. That unless you have told the Owner otherwise, you do not enter into this Agreement as trustee of any trust;
12.3. That the Owner has made no representation as to whether payments under this Agreement will be treated in any particular manner under any taxation or other law;
12.4. That the Owner has acquired the Goods at your request for the sole purpose of entering into this Agreement;
12.5. That the Goods are being rented for business purposes and agree that under no circumstances shall this Agreement be construed as a consumer contract;
12.6. That your payment obligations under this Agreement rank at least equally with all your other unsecured and unsubordinated payment obligations (whether present or future, actual or contingent), other than obligations mandatorily preferred by law;
12.7. No litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending o,r if you are a company, to the knowledge of any of its officers after due inquiry;
12.8. None of your property, and if you are a company, no property of any of your subsidiaries, is subject to a security interest (except as noticed to the Owner or if appropriate, any assignees;
12.9. If you are a company, no receiver or receiver and manager (or any other controller under the Corporations Xxx 0000 (Cth)) is currently appointed in relation to your property, or any property of any of your subsidiaries, and;
12.10. You are solvent and there are no grounds for suspecting that you will not be solvent after entering into this Agreement. You undertake:
12.11. To comply with and, if you are a company, ensure that each of your subsidiaries complies with all applicable law;
12.12. Not vary the terms of this Agreement without the prior written consent of any assignee of which you have notice, and;
12.13. Not to appoint, and ensure that none of your subsidiaries appoints, an administrator without prior notice to the Owner and any assignee.
Acknowledgements and Undertakings. Each of the Secured Creditors hereby acknowledges the Security Interests made or granted by the foregoing provisions of this Clause 3 and undertakes to the Security Trustee not to do anything inconsistent with the Security given under or pursuant to this Deed or knowingly to prejudice the Security granted to the Security Trustee pursuant to this Clause 3 or the Secured Property or the Security Trustee's interest therein provided that, without prejudice to Clause 8 (Receiver), nothing herein shall be construed as limiting the rights exercisable by the aforesaid parties in accordance with and subject to the terms of the other Transaction Documents.
Acknowledgements and Undertakings. (a) The execution of this Deed by each of the Parties shall constitute:
(i) notice to each of them of the assignment of all the Issuer’s right, title, interest and benefit, present and future, in, to and under the agreements referred to in Clause 3.2; and
(ii) an express acknowledgement by each of them of such assignments, charges and other Security Interests made or granted by the foregoing provisions of this Clause 3.
(b) Each of the Secured Creditors (other than the Trustee) undertakes to the Trustee not to do anything inconsistent with the Security or anything otherwise inconsistent with the terms of this Deed, or the Transaction Documents or to knowingly prejudice the security granted to the Trustee pursuant to this Clause 3 or the Charged Property or the Trustee’s interest therein provided that, without prejudice to Clause 21, nothing herein shall be construed as limiting the rights exercisable by the aforesaid parties in accordance with the terms of their respective agreements with the Issuer.
(c) Each of the Secured Creditors shall be bound by, and deemed to have notice of, all of the provisions of the Transaction Documents as if they were parties to each Transaction Document.
