Borrower’s Undertakings. Borrowers undertake that, during the term of this Agreement, they shall:
(1) not sell, transfer, pledge or otherwise dispose of, or allow any other security interest to be created on the equity interest or other interests they hold in the Company other than the equity pledge and other rights created for the benefit of Lender;
(2) not vote to agree at any shareholders’ meetings of the Company or support or sign any shareholders’ resolutions that approve the sale, transfer, pledge or disposal of the legal and beneficial interests in the equity interest of the Company, or allow any other security interest to be created on such interests without Xxxxxx’s prior written consent, other than to Lender or a person designated by Lender;
(3) not vote to agree at any shareholders’ meetings of the Company or support or sign any shareholders’ resolutions that approve the Company’s merger or affiliation with any company or the acquisition of or investment in any company without Xxxxxx’s prior written consent;
(4) notify Lender immediately of any action, arbitration or administrative proceedings in relation to the equity interest in Company that have occurred or may occur;
(5) execute all necessary or proper documents, take all necessary or proper actions, and bring in all necessary or proper indictments or make necessary or proper defenses against all claims in order to maintain their ownership of the equity interest in the Company;
(6) not commit any act or omission that may significantly affect the Company’s assets, business and liabilities without Xxxxxx’s prior written consent;
(7) appoint any person nominated by Xxxxxx as the Board member of the Company at the request of Xxxxxx;
(8) immediately and unconditionally transfer all of their equity interest in the Company to Lender and/or a person designated by Lender subject to and to the extent permitted by the laws of China in the event that Lender exercises the Call Option set forth herein;
(9) not request the Company to distribute dividends or profits to them without Xxxxxx’s consent;
(10) repay Lender all equity transfer proceeds as the principal of the Loan and the interest or the cost of occupied funds permitted under the laws as soon as they transfer the equity interest in Company to Lender or a person designated by Xxxxxx; and
(11) strictly comply with various provisions hereof, duly perform all their obligations hereunder, and not commit any act or omission that is sufficient to affect the validity and enforcea...
Borrower’s Undertakings. 3.1. Borrower undertakes in his capacity as a shareholder of the Domestic Company that Borrower will, and together with the other shareholder(s) of the Domestic Company will cause the Domestic Company to (as applicable):
(a) enter into the Transaction Documents.
(b) not without the prior written consent of Lender, supplement, amend or modify the business scope or organizational documents (including the articles of association) of the Domestic Company, or increase or reduce or in any form change the structure of the registered capital of the Domestic Company.
(c) not without the prior written consent of Lender, sell, transfer, mortgage or otherwise dispose of any legal or beneficial rights and interests in the Domestic Company or any of its assets, businesses or revenues, or permit or create any encumbrance or other third party right thereon;
(d) not without the prior written consent of Lender, incur, succeed to, guarantee or permit the existence of any debts except (i) debts incurred in the ordinary course of business and (ii) debts which have been disclosed to Lender and for which prior written consent has been obtained from Lender;
(e) not without the prior written consent of Lender, grant any loan or credit to any person;
(f) upon Lender’s request, provide to Lender all the information with respect to the operations and financial status of the Domestic Company;
(g) not without the prior written consent of Lender, merge or amalgamate with or form any alliance with any person, or acquire or invest in any person;
(h) immediately notify Lender of the occurrence or threat of any litigation, arbitration or administrative proceedings in relation to or involving its assets, businesses and revenues;
(i) to the extent necessary to maintain its ownership of all its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;
(j) not without the prior written consent of Lender, declare or distribute any profit or dividend to shareholders in any form, but upon request of Lender, to immediately declare and distribute all the distributable profits to its respective shareholders;
(k) at the request of Lender, appoint the persons designated by Lender as directors and senior officers of the Domestic Company; and
(l) strictly comply with the provisions under any agreements to which Borrower and Lender are parties and not tak...
Borrower’s Undertakings. During the term of this Agreement, the Borrower shall comply with undertakings provided for in the remaining provisions of this clause 6.
Borrower’s Undertakings. The Borrowers shall (and shall procure that any other person will, in respect of insurance policies maintains by such other person on behalf of any Borrower):
Borrower’s Undertakings. The Borrower undertakes to perform the following obligations throughout the term of the Agreement :
Borrower’s Undertakings. The Borrower undertakes that:
2.1 The loan applications are made in compliance with laws and regulations: The Borrower is a legal-person corporate or public institution established in accordance with the law and registered with the competent authority, or an organization that may act as a Borrower under State laws and regulations. The Borrower has good credit records and is with no major bad records. The purpose of the loan and the source of repayment funds is clear and legal. There is no other violation of law or regulation.
2.2 There is no deficiency in the signing of the Contract: In order to sign this Contract or perform the Borrower’s obligations under this Contract, the Borrower has performed the necessary procedures according to laws, regulations, or the requirements of the company internal management. this Contract is signed or sealed by the legal representative, the competent person or the authorized representative of the Borrower. The Borrower(enterprise) authorized the Borrower (Individual) to sign the Mortgage E-loan related contracts, agreements and other legal documents, including this Contract, with the Lender. The Borrower will actively go through or cooperate with the Lender to go through the Contract approval, registration, or filing process. There are no other circumstances that may cause deficiency in the validity of the loan contract due to reasons of the Borrower.
2.3 The guarantee provided is legal and valid: The Borrower ensures that the guarantor has conducted the necessary procedures in accordance with laws, regulations, or the articles of association for signing the guarantee contract or performing its obligations under the guarantee contract. The guarantor shall have the right to set up a mortgage on the mortgaged property. The person who signs the guarantee contract shall be the authorized signatory. The Borrower shall urge the guarantor to actively go through or cooperate with the Lender to go through the approval, registration, or filing of the guarantee contract and the registration of the mortgage. There is no other deficiency in the validity of the guarantee or circumstances that are likely to cause material adverse changes.
2.4 Perform the rights and obligations under the Contract in good faith: The Borrower shall use the loan according to the time limit, purpose, and method stipulated in the Contract, and shall not use the loan to engage in illegal activities. The Borrower shall actively cooperate with relevant state aut...
Borrower’s Undertakings. The Borrower shall:
(i) punctually pay any premium, commission and any other amounts necessary for effecting and maintaining in force each insurance policy;
(ii) promptly notify the relevant insurer of any event entitling the Borrower to make a claim under any policy written by that insurer and diligently pursue that claim;
(iii) comply with all warranties under each policy of insurance;
(iv) not do or omit to do, or permit to be done or not done, anything which might reasonably be expected to:
(A) render any insurance policy, or any provision of that policy, obtained pursuant to Section 5.04(a) (Insurance Requirements) void or voidable or lead to its suspension or impair or defeat any such policy in whole or in part; or
(B) prejudice the Borrower’s or, where any Finance Party is a loss payee or an additional named insured, that Finance Party’s right to claim or recover under any insurance policy;
(v) not rescind, terminate, cancel or cause a material change to any insurance policy;
(vi) procure that each insurer under all insurance policies obtained pursuant to Section 5.04(a) (Insurance Requirements):
(A) is promptly notified of the security interests created in favor of the Finance Parties under the Security in the Borrower’s title to, and rights, interest and benefits under, such policies;
(B) (1) notes on each such policy by way of endorsement or assignment the Finance Parties’ interest in that policy under the Security, such endorsement or assignment to be in form and substance satisfactory to the Senior Lenders, (2) issues an acknowledgment of assignment and (3) deposits each such policy with its brokers or the relevant Finance Party;
(C) together with the relevant brokers, undertakes to notify the Senior Lenders of the issuance of any notice of cancellation or suspension or modification of the relevant policy and of any fact of which it becomes aware that could affect the coverage under that policy and of such other matters as specified in Annex C (Insurance Requirements);
(D) acknowledges that none of the Finance Parties, as a lender and/or beneficiary under the relevant policy and the Security, is liable to the insurers or reinsurers for the payment of any insurance or reinsurance premiums nor for any other obligations of the Borrower; and
(E) agrees that any insurance policy containing any loss payee, assignment or additional insured provision in favor of the Finance Parties will not be vitiated or voided against the Finance Parties as a result ...
Borrower’s Undertakings. The borrower hereby undertakes as follows:
Borrower’s Undertakings. The Guarantor will ensure that the Borrower complies with all its obligations under Clause 16 (Costs and Expenses), Clause 20 (General Undertakings) (in particular, those under Clause 20.35 (Subsidies)) and Clause 35 (The Federal State Guarantee) of the Facility Agreement.
Borrower’s Undertakings. The Borrowers will:
14.2.1 comply with all applicable Environmental Laws and will maintain in force and promptly obtain or renew all Environmental Approvals required to operate its business as from time to time conducted or reasonably anticipated to be conducted;
14.2.2 notify the Agent forthwith in writing upon:
14.2.2.1 any Environmental Claim being made against them and/or any operator or the Manager for the time being of any of the Delivered Vessels, or otherwise in connection with any of the Delivered Vessels; and
14.2.2.2 any Environmental Incident occurring;
14.2.3 keep the Agent advised in writing on such regular basis and in such detail(s) as the Agent shall require, of their response to any Environmental Claim made in connection with any of the Delivered Vessels or Environmental Incident;
14.2.4 to indemnify the Lenders against any losses and/or costs and/or taxes of whatsoever nature they might incur deriving from an Environmental Claim or an Environmental Incident.
