Common use of AFFIRMATIVE UNDERTAKING Clause in Contracts

AFFIRMATIVE UNDERTAKING. The Company hereby undertakes and agrees with the Board as follows:- (a) that the Term Loan granted by the Board under the provisions of this Agreement and every part thereof shall be used solely for the purpose and in the manner hereinbefore stipulated and not for any other purpose or manner save with the prior written consent of the Board. (b) that it will carry on and conduct its business and affairs with due diligence and efficiency in accordance with sound technical financial industrial and managerial standards and practices including the maintenance of adequate records with qualified personnel and in accordance with its Memorandum and Articles of Association. (c) that it will furnish and provide the Board with and permit the Board to obtain all such statements information explanation and data, except information of a confidential nature, as the Board may reasonably require, by prior written notice, regarding the affairs operations administration financial or other whatsoever state or condition of the Company or any of the matters in this Clause mentioned. (d) that it will furnish to the Board particulars of any kind of immovable property hereafter acquired by the Company. (e) that the Board shall have the right as it may reasonably request, by prior written notice, to inspect any land or premises where the Company carries on its business and inspect the same and all property and assets whatsoever therein or thereon and all accounts records and statements wherever the same may be situate and to make inventories and record thereof. (f) that it will supply to the Board certified copies of all resolutions passed which materially affect the financial state and condition of the Company at general and/or special meetings of the Company within seven (7) Days from the date of the passing of such resolutions. (g) that it will deliver to the Board every year immediately after the issue of the audited accounts a copy of the Company's audited balance sheet and profit and loss accounts audited by a firm of auditors of international repute together with Auditors' and Directors' Reports and will also deliver to the Board copy of the annual return which the Company is required by law to file with the Registrar of Companies. (h) that it shall punctually pay all rents rates assessments taxes and all outgoings payable in respect of any land/or premises belonging to the Company or at which it carries on business and obtain all necessary licenses and comply with all laws regulations rules and orders relating to the carrying on of its business on such premises. (i) that it will keep all its plant machinery equipment buildings constructions fixtures fittings implements and other effects in good and substantial repair and proper working condition to the satisfaction of the Board. (j) that it shall not dismantle pull down or remove any part of the buildings fixtures plant machinery and equipment, except in cases where such dismantling pulling down or removal shall in the opinion of the Company be rendered necessary by reason of the same being obsolete worn out or damaged, in which case the Company shall give sufficient written notice to the Board and will replace such property by property of similar nature and value after giving intimation to the Board. (k) that it shall give to the Board such written authorities or other directions and provide such facilities and access as the Board may require for the aforesaid inspection and shall pay all costs fees travelling and other out-of-pocket expenses whether legal or otherwise in respect of such inspection. (l) that it shall continue with its best efforts to bring strategic equity shareholders into the Company with the prior approval of the Board. (m) that insofar as may be necessary the Company shall amend its Memorandum and Articles of Association so as to enable it to observe and perform all the covenants undertakings terms stipulations conditions and other provisions of this Agreement.

Appears in 1 contract

Samples: Edb Loan Agreement (Chartered Semiconductor Manufacturing LTD)

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AFFIRMATIVE UNDERTAKING. The Company hereby undertakes and agrees with the Board as follows:- (a) that the Term Loan granted by the Board under the provisions of this Agreement and every part thereof shall be used solely for the purpose and in the manner hereinbefore stipulated and not for any other purpose or manner save with the prior written consent of the Board. (b) that it will carry on and conduct its business and affairs with due diligence and efficiency in accordance with sound technical financial industrial and managerial standards and practices including the maintenance of adequate records with qualified personnel and in accordance with its Memorandum and Articles of Association. (c) that it will furnish and provide the Board with and permit the Board to obtain all such statements information explanation and data, except information of a confidential nature, as the Board may reasonably require, by prior written notice, regarding the affairs operations administration financial or of other whatsoever state or condition of the Company or any of the matters in this the Clause mentioned. (d) that it will furnish to the Board particulars of any kind of immovable property hereafter acquired by the Company. (e) that the Board shall have the right as it may reasonably request, by prior written notice, to inspect any land or premises where the Company carries on its business and inspect the same and all property and assets whatsoever therein or thereon and all accounts records and statements wherever the same may be situate and to make inventories and record thereof. (f) that it will supply to the Board certified copies of all resolutions passed which materially affect the financial state and condition of the Company at general and/or special meetings of the Company within seven (7) Days from the date of the passing of such resolutions. (g) that it will deliver to the Board every year immediately after the issue of the audited accounts a copy of the Company's audited balance sheet and profit and loss accounts audited by a firm of auditors of international repute reputed together with Auditors' and Directors' Reports and will also deliver to the Board a copy of the annual return which the Company is required by law to file with the Registrar of Companies. (h) that it shall punctually pay all rents rates assessments taxes and all outgoings payable in respect of any land/or premises belonging to the Company or at which it carries on business and obtain all necessary licenses licences and comply with all laws regulations rules and orders relating to the carrying on of its business on such premises. (i) that it will keep all its plant machinery equipment buildings constructions fixtures fittings implements and other effects in good and substantial repair and proper working condition to the satisfaction of the Board. (j) that it shall not dismantle pull down or remove any part of the buildings fixtures plant machinery and equipment, except in cases where such dismantling pulling down or removal shall in the opinion of the Company be rendered necessary by reason of the same being obsolete worn out or damaged, in which case the Company shall give sufficient written notice to the Board and will replace such property by property of similar nature and value after giving intimation to the Board. (k) that it shall give to the Board such written authorities or other directions and provide such facilities and access as the Board may require for the aforesaid inspection and shall pay all costs fees travelling and other out-of-pocket expenses whether legal or otherwise in respect of such inspection. (l) that it shall continue with its best efforts to bring strategic equity shareholders into the Company with the prior approval of the Board. (m1) that insofar as may be necessary the Company shall amend its Memorandum and Articles of Association so as to enable it to observe and perform all the covenants undertakings terms stipulations conditions and other provisions of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Maxtor Corp)

AFFIRMATIVE UNDERTAKING. The Company hereby undertakes and agrees with the Board as follows:- (a) that the Term Loan granted by the Board under the provisions of this Agreement and every part thereof shall be used solely for the purpose and in the manner hereinbefore herein before stipulated and not for any other purpose or manner save with the prior written consent of the Board. (b) that it will carry on and conduct its business and affairs with due diligence and efficiency in accordance with sound technical financial industrial and managerial standards and practices including the maintenance of adequate records with qualified personnel and in accordance with its Memorandum and Articles of Association. (c) that it will furnish and provide the Board with and permit the Board to obtain all such statements information explanation and data, except information of a confidential nature, as the Board may reasonably require, by prior written notice, regarding the affairs operations administration financial or other whatsoever state or condition of the Company or any of the matters in this Clause mentioned. (d) that it will furnish to the Board particulars of any kind of immovable property hereafter acquired by the Company. (e) that the Board shall have the right as it may reasonably request, by prior written notice, to inspect any land or premises where the Company carries on its business and inspect the same and all property and assets whatsoever therein or thereon and all accounts records and statements wherever the same may be situate and to make inventories and record thereof. (f) that it will supply to the Board certified copies of all resolutions passed which materially affect the financial state and condition of the Company at general and/or special meetings of the Company within seven (7) Days from the date of the passing of such resolutions. (g) that it will deliver to the Board every year immediately after the issue of the audited accounts a copy of the Company's audited balance sheet and profit and loss accounts audited by a firm of auditors of international repute together with Auditors' and Directors' Reports and will also deliver to the Board copy of the annual return which the Company is required by law to file with the Registrar of Companies. (h) that it shall punctually pay all rents rates assessments taxes and all outgoings payable in respect of any land/or premises belonging to the Company or at which it carries on business and obtain all necessary licenses licences and comply with all laws regulations rules and orders relating to the carrying on of its business on such premises. (i) that it will keep all its plant machinery equipment buildings constructions fixtures fittings implements and other effects in good and substantial repair and proper working condition to the satisfaction of the Board. (j) that it shall not dismantle pull down or remove any part of the buildings fixtures plant machinery and equipment, except in cases where such dismantling pulling down or removal shall in the opinion of the Company be rendered necessary by reason of the same being obsolete worn out or damaged, in which case the Company shall give sufficient written notice to the Board and will replace such property by property of similar nature and value after giving intimation to the Board. (k) that it shall give to the Board such written authorities or other directions and provide such facilities and access as the Board may require for the aforesaid inspection and shall pay all costs fees travelling and other out-out- of-pocket expenses whether legal or otherwise in respect of such inspection. (l) that it shall continue with its best efforts to bring strategic equity shareholders into the Company with the prior approval of the Board. (m) that insofar as may be necessary the Company shall amend its Memorandum and Articles of Association so as to enable it to observe and perform all the covenants undertakings terms stipulations conditions and other provisions of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Chartered Semiconductor Manufacturing LTD)

AFFIRMATIVE UNDERTAKING. The Company hereby undertakes and agrees with the Board as follows:- (a) that the Term Loan granted by the Board under the provisions of this Agreement and every part thereof shall be used solely for the purpose and in the manner hereinbefore stipulated and not for any other purpose or manner save with the prior written consent of the Board. (b) that it will carry on and conduct its business and affairs with due diligence and efficiency in accordance with sound technical financial industrial and managerial standards and practices including the maintenance of adequate records with qualified personnel and in accordance with its Memorandum and Articles of Association. (c) that it will furnish and provide the Board with and permit the Board to obtain all such statements information explanation and data, except information of a confidential nature, as the Board may reasonably require, by prior written notice, regarding the affairs operations administration financial or of other whatsoever state or condition of the Company or any of the matters in this the Clause mentioned. (d) that it will furnish to the Board particulars of any kind of immovable property hereafter acquired by the Company. (e) that the Board shall have the right as it may reasonably request, by prior written notice, to inspect any land or premises where the Company carries on its business and inspect the same and all property and assets whatsoever therein or thereon and all accounts records and statements wherever the same may be situate and to make inventories and record thereof. (f) that it will supply to the Board certified copies of all resolutions passed which materially affect the financial state and condition of the Company at general and/or special meetings of the Company within seven (7) Days from the date of the passing of such resolutions. (g) that it will deliver to the Board every year immediately after the issue of the audited accounts a copy of the Company's audited balance sheet and profit and loss accounts audited by a firm of auditors of international repute reputed together with Auditors' and Directors' Reports and will also deliver to the Board a copy of the annual return which the Company is required by law to file with the Registrar of Companies. (h) that it shall punctually pay all rents rates assessments taxes and all outgoings payable in respect of any land/or premises belonging to the Company or at which it carries on business and obtain all necessary licenses licences and comply with all laws regulations rules and orders relating to the carrying on of its business on such premises. (i) that it will keep all its plant machinery equipment buildings constructions fixtures fittings implements and other effects in good and substantial repair and proper working condition to the satisfaction of the Board. (j) that it shall not dismantle pull down or remove any part of the buildings fixtures plant machinery and equipment, except in cases where such dismantling pulling down or removal shall in the opinion of the Company be rendered necessary by reason of the same being obsolete worn out or damaged, in which case the Company shall give sufficient written notice to the Board and will replace such property by property of similar nature and value after giving intimation to the Board. (k) that it shall give to the Board such written authorities or other directions and provide such facilities and access as the Board may require for the aforesaid inspection and shall pay all costs fees travelling and other out-of-pocket expenses whether legal or otherwise in respect of such inspection. (l) that it shall continue with its best efforts to bring strategic equity shareholders into the Company with the prior approval of the Board. (m) that insofar as may be necessary the Company shall amend its Memorandum and Articles of Association so as to enable it to observe and perform all the covenants undertakings terms stipulations conditions and other provisions of this Agreement.

Appears in 1 contract

Samples: Loan Agreement (Maxtor Corp)

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AFFIRMATIVE UNDERTAKING. The Company hereby undertakes and agrees with the Board as follows:- (a) that the Term Loan granted by the Board under the provisions of this Agreement and every part thereof shall be used solely for the purpose and in the manner hereinbefore stipulated and not for any other purpose or manner save with the prior written consent of the Board. (b) that it will carry on and conduct its business and affairs with due diligence and efficiency in accordance with sound technical financial industrial and managerial standards and practices including the maintenance of adequate records with qualified personnel and in accordance with its Memorandum and Articles of Association. (c) that it will furnish and provide the Board with and permit the Board to obtain all such statements information explanation and data, except information of a confidential nature, as the Board may reasonably require, by prior written notice, regarding the affairs operations administration financial or other whatsoever state or condition of the Company or any of the matters in this Clause mentioned. (d) that it will furnish to the Board particulars of any kind of immovable property hereafter acquired by the Company. (e) that the Board shall have the right as it may reasonably request, by prior written notice, notice to inspect any land or premises where the Company carries on its business and inspect the same and all property and assets whatsoever therein or thereon and all accounts records and statements wherever the same may be situate and to make inventories and record thereof. (f) that it will supply to the Board certified copies of all resolutions passed which materially affect the financial state and condition of the Company at general and/or special meetings of the Company within seven (7) Days from the date of the passing of such resolutions. (g) that it will deliver to the Board every year immediately after the issue of the audited accounts same, a copy of the Company's audited balance sheet and profit and loss accounts audited by a firm of auditors of international repute together with Auditors' and Directors' Reports and will also deliver to the Board a copy of the annual return which the Company is required by law to file with the Registrar of Companies. (h) that it shall punctually pay all rents rates assessments taxes and all outgoings payable in respect of any land/or premises belonging to the Company or at which it carries on business and obtain all necessary licenses licences and comply with all laws regulations rules and orders relating to the carrying on of its business on such premises. (i) that it will keep all its plant machinery equipment buildings constructions fixtures fittings implements and other effects in good and substantial repair and proper working condition to the satisfaction of the Board. (j) that it shall not dismantle pull down or remove any part of the buildings fixtures plant machinery and equipment, except in cases where such dismantling pulling down or removal shall in the opinion of the Company be rendered necessary by reason of the same being obsolete worn out or damaged, in which case the Company shall give sufficient written notice to the Board and will replace such property by property of similar nature and value after giving intimation to the Board. (k) that it shall give to the Board such written authorities or other directions and provide such facilities and access as the Board may require for the aforesaid inspection and shall pay all costs fees travelling and other out-of-pocket expenses whether legal or otherwise in respect of such inspection. (l) that it shall continue with its best efforts to bring strategic equity shareholders into the Company with the prior approval of the Board. (m) that insofar as may be necessary the Company shall amend its Memorandum and Articles of Association so as to enable it to observe and perform all the covenants undertakings terms stipulations conditions and other provisions of this Agreement.

Appears in 1 contract

Samples: Edb Loan Agreement (Chartered Semiconductor Manufacturing LTD)

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