AFFIRMATIVE UNDERTAKINGS. The Borrower hereby undertakes and agrees with the Lender as follows :-
AFFIRMATIVE UNDERTAKINGS. (a) Except as otherwise expressly provided in this Agreement, each of Holdings, Investco and Wireless agrees that, from the date of this Agreement until the Closing, it shall, and shall cause its subsidiaries to, operate its business and maintain its Assets, in the ordinary course of business, consistent with past practice, and use its commercially reasonable efforts to (i) preserve intact its business and goodwill, (ii) maintain and renew its permits and licenses, (iii) keep available the service of its officers and employees, (iv) preserve its relationships with suppliers and other constituencies, (v) maintain its books and records and (vi) pay its obligations as they come due, in each case in the ordinary course of business, consistent with past practice.
(b) Holdings agrees to use its commercially reasonable efforts to prepare and file with the SEC as soon as practicable a proxy statement to be sent to holders of Class A Stock in connection with the meeting of holders of Class A Stock (the “Stockholders Meeting”) to consider the Exchange and the Merger Agreement (the “Proxy Statement”). Holdings will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Consenting Noteholders and their advisors will have the right to review and comment upon the Proxy Statement and any amendment thereto prior to the filing thereof with the SEC. Holdings shall use all reasonable efforts to (i) have or cause the Proxy Statement to be cleared by the SEC as promptly as practicable, (ii) have the Proxy Statement mailed to the holders of Class A Stock promptly after the clearance of such Proxy Statement by the SEC, and (iii) hold the Stockholders Meeting for the purposes of obtaining the Shareholder Vote within thirty (30) days of such mailing. The Board shall not withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, or publicly propose to withdraw, qualify or modify in a manner adverse to the Consenting Noteholders, its recommendation of the Exchange, the Merger and the transactions contemplated hereby and under the Merger Agreement. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, but subject to the other obligations of Holdings contained in this Section 7.1(b), if, prior to obtaining the Stockholder Vote, the Board determines in good faith, after consultation with outside counsel, that failure to s...
AFFIRMATIVE UNDERTAKINGS. The Borrower undertakes and agrees with each Finance Party throughout the continuance of the Finance Documents and so long as any sum remains owing thereunder that the Borrower will, unless the Majority Lenders otherwise agree in writing:
(a) Financial and other information: supply to the Facility Agent in sufficient number for each Lender:
(i) as soon as they are available, but in any event within one hundred and eighty (180) days after the end of each financial year of the Borrower, copies of its financial statements in respect of such financial year (including a profit and loss account and balance sheet) audited and certified without qualification by an internationally recognized firm of independent accountants acceptable to the Facility Agent;
(ii) as soon as they are available, but in any event within ninety (90) days after the end of each half of each financial year of the Borrower, copies of its unaudited financial statements (including a profit and loss account and balance sheet) prepared on a basis consistent with the audited financial statements of the Borrower together with a certificate signed by the principal financial officer of the Borrower to the effect that such financial statements are true in all respects and present fairly the financial position of the Borrower as at the end of, and the results of its operations for, such half-year period;
(iii) within thirty (30) days of each date for the provision of the accounts referred to in (i) and (ii) above, a certificate signed by one of the directors of the Borrower certifying that there did not exist any Event of Default or Potential Event of Default as at the end of such half year (or if an Event of Default or Potential Event of Default did exist specifying the same). Each such certificate shall be accompanied by a certificate from the auditors of the Borrower certifying whether or not the financial undertakings referred to in Clause 11.3 (Financial Undertakings) had been complied with throughout such half-year;
(iv) at the time of issue, copies of all statements and circulars to the shareholders or to any class of creditors of the Borrower;
(v) promptly on request, such additional financial or other information (including, but not limited to, cash flows and profit and loss projections) relating to the Borrower as the Facility Agent may from time to time reasonably request;
AFFIRMATIVE UNDERTAKINGS. Each Chargor hereby jointly and severally undertakes and agrees with the Security Trustee, for the benefit of the Finance Parties, throughout the continuance of this Deed and so long as the Secured Obligations or any part thereof remains owing that, unless the Security Trustee otherwise agrees in writing, it will:-
AFFIRMATIVE UNDERTAKINGS. The Mortgagor and the Borrower hereby jointly and severally undertake and agree with the Lender as follows :-
AFFIRMATIVE UNDERTAKINGS. The Borrower undertakes and agrees with the Lender throughout the continuance of this Agreement and so long as any sum remains owing hereunder that the Borrower will, unless the Lender otherwise agrees in writing :-
14.1.1 supply to the Lender (via Standard Chartered Bank Los Angeles or Standard Chartered Bank Singapore):-
(ii) as soon as they are available, but in any event within ninety (90) days after the end of each quarter of each accounting year of the Borrower and the Guarantor, copies of their respective unaudited financial statements (including a profit and loss account and balance sheet) prepared on a basis consistent with the audited financial statements of the Borrower and the Guarantor together with certificates signed by a director of the Borrower and the Guarantor (as applicable) to the effect that such financial statements are, in the opinion of such officer, true in all material respects and present fairly the financial position of the Borrower and the Guarantor (as the case may be) as at the end of, and the results of its operations for, such half-year period;
(iii) as soon as practicable, copies of all financial statements and related financial information issued by the Borrower and the Guarantor to their respective creditors in general; and
(iv) promptly on request, such additional financial or other information (including, but not limited to, cash flows and profit and loss projections) relating to the Borrower and the Guarantor, and any Security Party and use its best endeavours to supply the same in respect of any Security Party, as the Lender may from time to time reasonably request;
14.1.2 keep proper records and books of account in respect of its business and permit the Lender and/or any professional consultants appointed by the Lender at all reasonable times to inspect and examine the records and books of account of the Borrower and the Guarantor;
14.1.3 promptly inform the Lender in writing upon becoming aware of :-
(i) any Event of Default or Prospective Event of Default (and of any action taken or proposed to be taken to remedy it) promptly after becoming aware of it;
(ii) any litigation, arbitration or administrative proceeding as referred to in Clause 13.1.7; and
14.1.4 maintain its corporate existence and conduct its business in a proper and efficient manner and in compliance with all laws, regulations, authorisations, agreements and obligations applicable to it and pay all taxes imposed on it when due (except those being co...
AFFIRMATIVE UNDERTAKINGS. Party B hereby undertakes:
5.1.1 that if, according to PRC Laws, the said Equity Interest is deemed to be common property, he shall obtain a written statement from his spouse indicating that the Equity Interest is not common property between himself and his spouse but his own personal property;
5.1.2 after the execution of this Agreement, to promptly:
5.1.2.1 provide to Party A the following ancillary documents (Ancillary Documents): (i) signed (but undated) equity transfer agreement substantially in the form of Appendix A (Equity Transfer Agreement) and (ii) all other necessary signed (but undated) documents for the Equity Interest to be effectively transferred to Party A or the Designated Party (Equity Transfer), including the waiver letter in the form of Appendix B; and
5.1.2.2 provide all information relating to Jinan Youxiantong’s operations and financial affairs to Party A upon the request of Party A. Loan Agreement
5.1.3 at any time to defend claims and assertion regarding the Equity Interest made by any third party who claims interest in the same, provided that Party B shall not be obligated to defend any such claim or assertion unless it is at Party A’s cost;
5.1.4 to take or procure to take all necessary actions to execute or procure to execute all necessary documents, carry out necessary registrations and make all necessary or appropriate defenses to ensure that the repayment of the Loan, the Equity Transfer and all transactions to be carried out under the Agreement (including but not limited to the undertaking in the aforesaid Article 5.1.
AFFIRMATIVE UNDERTAKINGS. The Borrower undertakes and agrees with the Lender throughout the continuance of this Agreement and so long as any sum remains owing hereunder that the Borrower will, unless the Lender otherwise agrees in writing:
(a) keep proper records and books of account in respect of its business;
(b) promptly inform the Lender of the occurrence of any Event of Default or prospective Event of Default;
(c) maintain its corporate existence and conduct its business in the normal course;
(d) maintain in full force and effect all such authorisations as are referred to in Clause 12.01(e), and take immediate steps to obtain and thereafter maintain in full force and effect any other authorisations which may become necessary for the purposes stated therein and comply with all conditions attached to all authorisations so obtained;
(e) ensure that its obligations under this Agreement at all times rank at least pari passu with all other unsecured and unsubordinated obligations of the Borrower;
(f) use the Facility exclusively for the purpose specified in Clause 2.02; and
(g) punctually pay all sums due from it to the Lender and otherwise comply with its obligations under this Agreement.
AFFIRMATIVE UNDERTAKINGS. The Borrower undertakes and agrees with the Lender that throughout the continuance of this Agreement and so long as the Loan or any other sum remains outstanding, the Borrower will, unless the Lender otherwise agrees in writing:
AFFIRMATIVE UNDERTAKINGS. Unless otherwise agreed in writing by the Majority Lenders, as long as any Obligations or any Commitment remain outstanding, without the written consent of the Majority Lenders, the Borrower and each Guarantor (to the extent specified) agrees the following undertakings with each of the Finance Parties.
