CLIENT UNDERTAKING. The Client hereby undertakes that:- 2.1 they will not give any instructions or make any requests to Form-A-Co which would cause Form-A-Co, or the Company, to infringe the laws of any territory; 2.2 they are responsible for providing Form-A-Co with such complete accurate and timely information (including information in regard to the financial affairs of the Company), co-operation, assistance as Form-A-Co in its absolute discretion may reasonably require for the performance of the Services. Form-A-Co will not be responsible for any consequences that may arise from any failure or delay by the Client to comply with this requirement and the consequences may give rise to additional fees for which invoices may be raised. The Client will remain responsible for any commercial decisions they may make; 2.3 any asset introduced to the Company will be lawfully introduced and will not be derived from or otherwise connected with any illegal activity; 2.4 they will not cause Form-A-Co to be engaged or involved directly or indirectly in any unlawful, Illegal or Prohibited activity, or allow Form-A-Co to be used for any unlawful purpose; 2.5 they shall obtain Form-A-Co’s agreement before alienating, assigning, selling, pledging or otherwise disposing of or encumbering their interest in the Company, or any of its assets, or any part thereof; 2.6 they undertake to provide Form-A-Co, on request, with such information, records and financial statements as it considers necessary to prepare accurate and complete accounts and as otherwise may be considered necessary to ensure that the Company complies with all applicable legislation and that any officers provided by it can perform their duties to the standards imposed by the applicable legislation and the principles of sound governance; 2.7 they are responsible for ensuring that they have taken and they warrant that they have taken all necessary tax and legal advice in all relevant jurisdictions with regard to the establishment and operation of the Company and for ensuring the activities, or proposed activities, of the Company will not breach the laws of any relevant jurisdiction. Form-A-Co will not, and it is hereby accepted that it is not, responsible for advising the Client on any such matter. 2.8 they shall at all times comply with the provisions governing Bribery Offences as contained under Part 24 of the Crimes Xxx 0000 (Gibraltar law). 2.9 the indemnity contained in each of the above eight sub clauses shall:- 2.9.1 be in addition to and shall not in any way limit the benefit of any indemnity or other rights whatsoever to which Form-A-Co may be entitled whether under the Constitution of the Company or otherwise by law; 2.9.2 be a continuing indemnity and shall not cease upon the termination of this Agreement or the resignation or removal of Form-A-Co from office as director or other officer.
Appears in 3 contracts
Samples: Incorporating Management Agreement, Incorporating Management Agreement, Incorporating Management Agreement
CLIENT UNDERTAKING. The Client hereby undertakes that:-
2.1 they will not give any instructions or make any requests to Form-A-Co which would cause Form-A-Co, or the Company, to infringe the laws of any territory;
2.2 they are responsible for providing Form-A-Co with such complete accurate and timely information (including information in regard to the financial affairs of the Company), co-operation, assistance as Form-A-Co in its absolute discretion may reasonably require for the performance of the Services. Form-A-Co will not be responsible for any consequences that may arise from any failure or delay by the Client to comply with this requirement and the consequences may give rise to additional fees for which invoices may be raised. The Client will remain responsible for any commercial decisions they may make;
2.3 any asset introduced to the Company will be lawfully introduced and will not be derived from or otherwise connected with any illegal activity;
2.4 they will not cause Form-A-Co to be engaged or involved directly or indirectly in any unlawful, Illegal or Prohibited activity, or allow Form-A-Co to be used for any unlawful purpose;
2.5 they shall obtain Form-A-Co’s agreement before alienating, assigning, selling, pledging or otherwise disposing of or encumbering their interest in the Company, or any of its assets, or any part thereof;
2.6 they undertake to provide Form-A-Co, on request, with such information, records and financial statements as it considers necessary to prepare accurate and complete accounts and as otherwise may be considered necessary to ensure that the Company complies with all applicable legislation and that any officers provided by it can perform their duties to the standards imposed by the applicable legislation and the principles of sound governance;
2.7 they are responsible for ensuring that they have taken and they warrant that they have taken all necessary tax and legal advice in all relevant jurisdictions with regard to the establishment and operation of the Company and for ensuring the activities, or proposed activities, of the Company will not breach the laws of any relevant jurisdiction. Form-A-Co will not, and it is hereby accepted that it is not, responsible for advising the Client on any such matter.
2.8 they shall at all times comply with the provisions governing Bribery Offences as contained under Part 24 of the Crimes Xxx 0000 Act 2011 (Gibraltar law).
2.9 the indemnity contained in each of the above eight sub clauses shall:-
2.9.1 be in addition to and shall not in any way limit the benefit of any indemnity or other rights whatsoever to which Form-A-Co may be entitled whether under the Constitution of the Company or otherwise by law;
2.9.2 be a continuing indemnity and shall not cease upon the termination of this Agreement or the resignation or removal of Form-A-Co from office as director or other officer.
Appears in 1 contract
Samples: Incorporating Management Agreement
CLIENT UNDERTAKING. The Client hereby undertakes that:-
2.1 they will not give any instructions or make any requests to Form-A-Co which would cause Form-Form- A-Co, or the Company, to infringe the laws of any territory;
2.2 they are responsible for providing Form-A-Co with such complete accurate and timely information (including information in regard to the financial affairs of the Company), co-operation, assistance as Form-A-Co in its absolute discretion may reasonably require for the performance of the Services. Form-A-Co will not be responsible for any consequences that may arise from any failure or delay by the Client to comply with this requirement and the consequences may give rise to additional fees for which invoices may be raised. The Client will remain responsible for any commercial decisions they may make;
2.3 any asset introduced to the Company will be lawfully introduced and will not be derived from or otherwise connected with any illegal activity;
2.4 they will not cause Form-A-Co to be engaged or involved directly or indirectly in any unlawful, Illegal or Prohibited activity, or allow Form-A-Co to be used for any unlawful purpose;
2.5 they shall obtain Form-A-Co’s agreement before alienating, assigning, selling, pledging or otherwise disposing of or encumbering their interest in the Company, or any of its assets, or any part thereof;
2.6 they undertake to provide Form-A-Co, on request, with such information, records and financial statements as it considers necessary to prepare accurate and complete accounts and as otherwise may be considered necessary to ensure that the Company complies with all applicable legislation and that any officers provided by it can perform their duties to the standards imposed by the applicable legislation and the principles of sound governance;
2.7 they are responsible for ensuring that they have taken and they warrant that they have taken all necessary tax and legal advice in all relevant jurisdictions with regard to the establishment and operation of the Company and for ensuring the activities, or proposed activities, of the Company will not breach the laws of any relevant jurisdiction. Form-A-Co will not, and it is hereby accepted that it is not, responsible for advising the Client on any such matter.
2.8 they shall at all times comply with the provisions governing Bribery Offences as contained under Part 24 of the Crimes Xxx 0000 (Gibraltar law).
2.9 the indemnity contained in each of the above eight sub clauses shall:-
2.9.1 be in addition to and shall not in any way limit the benefit of any indemnity or other rights whatsoever to which Form-A-Co may be entitled whether under the Constitution of the Company or otherwise by law;
2.9.2 be a continuing indemnity and shall not cease upon the termination of this Agreement or the resignation or removal of Form-A-Co from office as director or other officer.
Appears in 1 contract
Samples: Incorporating Management Agreement
CLIENT UNDERTAKING. The Client hereby undertakes that:-
2.1 they will not give any instructions or make any requests to Form-A-Co which would cause Form-Form- A-Co, or the Company, to infringe the laws of any territory;
2.2 they are responsible for providing Form-A-Co with such complete accurate and timely information (including information in regard to the financial affairs of the Company), co-operation, assistance as Form-A-Co in its absolute discretion may reasonably require for the performance of the Services. Form-A-Co will not be responsible for any consequences that may arise from any failure or delay by the Client to comply with this requirement and the consequences may give rise to additional fees for which invoices may be raised. The Client will remain responsible for any commercial decisions they may make;
2.3 any asset introduced to the Company will be lawfully introduced and will not be derived from or otherwise connected with any illegal activity;
2.4 they will not cause Form-A-Co to be engaged or involved directly or indirectly in any unlawful, Illegal or Prohibited activity, or allow Form-A-Co to be used for any unlawful purpose;
2.5 they shall obtain Form-A-Co’s agreement before alienating, assigning, selling, pledging or otherwise disposing of or encumbering their interest in the Company, or any of its assets, or any part thereof;
2.6 they undertake to provide Form-A-Co, on request, with such information, records and financial statements as it considers necessary to prepare accurate and complete accounts and as otherwise may be considered necessary to ensure that the Company complies with all applicable legislation and that any officers provided by it can perform their duties to the standards imposed by the applicable legislation and the principles of sound governance;
2.7 they are responsible for ensuring that they have taken and they warrant that they have taken all necessary tax and legal advice in all relevant jurisdictions with regard to the establishment and operation of the Company and for ensuring the activities, or proposed activities, of the Company will not breach the laws of any relevant jurisdiction. Form-A-Co will not, and it is hereby accepted that it is not, responsible for advising the Client on any such matter.
2.8 they shall at all times comply with the provisions governing Bribery Offences as contained under Part 24 of the Crimes Xxx Act 0000 (Gibraltar Xxbraltar law).
2.9 the indemnity contained in each of the above eight sub clauses shall:-
2.9.1 be in addition to and shall not in any way limit the benefit of any indemnity or other rights whatsoever to which Form-A-Co may be entitled whether under the Constitution of the Company or otherwise by law;
2.9.2 be a continuing indemnity and shall not cease upon the termination of this Agreement or the resignation or removal of Form-A-Co from office as director or other officer.
Appears in 1 contract
Samples: Incorporating Management Agreement
CLIENT UNDERTAKING. The Client hereby undertakes that:-
2.1 they will not give any instructions or make any requests to Form-A-Co which would cause Form-Form- A-Co, or the Company, to infringe the laws of any territory;
2.2 they are responsible for providing Form-A-Co with such complete accurate and timely information (including information in regard to the financial affairs of the Company), co-operation, assistance as Form-A-Co in its absolute discretion may reasonably require for the performance of the Services. Form-A-Co will not be responsible for any consequences that may arise from any failure or delay by the Client to comply with this requirement and the consequences may give rise to additional fees for which invoices may be raised. The Client will remain responsible for any commercial decisions they may make;
2.3 any asset introduced to the Company will be lawfully introduced and will not be derived from or otherwise connected with any illegal activity;
2.4 they will not cause Form-A-Co to be engaged or involved directly or indirectly in any unlawful, Illegal or Prohibited activity, or allow Form-A-Co to be used for any unlawful purpose;
2.5 they shall obtain Form-A-Co’s agreement before alienating, assigning, selling, pledging or otherwise disposing of or encumbering their interest in the Company, or any of its assets, or any part thereof;
2.6 they undertake to provide Form-A-Co, on request, with such information, records and financial statements as it considers necessary to prepare accurate and complete accounts and as otherwise may be considered necessary to ensure that the Company complies with all applicable legislation and that any officers provided by it can perform their duties to the standards imposed by the applicable legislation and the principles of sound governance;
2.7 they are responsible for ensuring that they have taken and they warrant that they have taken all necessary tax and legal advice in all relevant jurisdictions with regard to the establishment and operation of the Company and for ensuring the activities, or proposed activities, of the Company will not breach the laws of any relevant jurisdiction. Form-A-Co will not, and it is hereby accepted that it is not, responsible for advising the Client on any such matter.
2.8 they shall at all times comply with the provisions governing Bribery Offences as contained under Part 24 of the Crimes Xxx 0000 Act 2011 (Gibraltar law).
2.9 the indemnity contained in each of the above eight sub clauses shall:-
2.9.1 be in addition to and shall not in any way limit the benefit of any indemnity or other rights whatsoever to which Form-A-Co may be entitled whether under the Constitution of the Company or otherwise by law;
2.9.2 be a continuing indemnity and shall not cease upon the termination of this Agreement or the resignation or removal of Form-A-Co from office as director or other officer.
Appears in 1 contract
Samples: Management Agreement