COMMITMENTS AND UNDERTAKINGS Sample Clauses

COMMITMENTS AND UNDERTAKINGS. 4.1 The Borrower hereby irrevocably undertakes and guarantees that it is not involved in any disputes, litigations, arbitrations, administrative proceedings or any other legal proceedings, and that, as of the date of signing the Agreement, it does not have knowledge of any potential disputes, litigations, arbitrations, administrative proceedings or any other legal proceedings related to the debtor, which will affect the Borrower’s performance of obligations under the Agreement. 4.2 The Borrower hereby irrevocably undertakes and guarantees that the loan shall only be used for payment of the Equity Transfer Consideration as stipulated in the Agreement and the Borrower shall not use the loan for any other purpose without the prior written consent of the Lender. 4.3 The Borrower hereby irrevocably undertakes and guarantees that, without the prior written consent of the Lender, the Borrower shall not transfer part or all of its equity in the Target Company to a third party, or make or authorize others (including but not limited to the directors of the Target Company nominated by it) to make any resolution, instruction, consent or order by any means to cause the Target Company to carry out any transaction that will or may materially affect the assets, rights, obligations or businesses of the Target Company (including its branches and/or subsidiaries). 4.4 Unless otherwise provided by law, the Borrower shall not, in any circumstance, unilaterally terminate or discharge the Agreement. Save as expressly provided in the Agreement or requested by the Lender in writing, the Borrower shall not, in any circumstance, repay the subject loan before expiry of the loan term.
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COMMITMENTS AND UNDERTAKINGS. In order to attain the objectives of this Agreement, each Party hereby commits itself as follows:
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COMMITMENTS AND UNDERTAKINGS. In order to attain the objectives of this Agreement, each Party hereby commits itself as follows: 1. Inform its registered employers that they may open a Current/Savings Account with no Average Daily Balance (ADB) requirement with LANDBANK where its remittances for PHILHEALTH shall be debited; 2. Inform all its registered employers that they may utilize the EPRS andLANDBANK Electronic Collection Facilityfor the remittance of contributions due to PHILHEALTH; 3. Provide LANDBANK with all the necessary data and information, as well as other pertinent technical requirements, specifications, procedures and facilities for the interface of the LANDBANK Electronic Collection Facility; 4. Open and maintain a Non-Interest Bearing Current Account with no ADB requirement with LANDBANK in order to implement the objectives of this Agreement; 5. Allow LANDBANK to put on hold for a period of fifteen (15) days on the daily collections remitted to the Non-Interest Bearing Current Account of PHILHEALTH; and 6. Accept and post all transactions and/or payments sent by LANDBANK in accordance with the terms and conditions set herein. 1. Handle the opening of Current/Savings Accounts with no Average Daily Balance (ADB) requirement for PHILHEALTH registered employers where remittances for PHILHEALTH shall be debited; 2. Interface the LANDBANK Electronic Collection Facility withPHILHEALTH’s system which shall allow PHILHEALTH to accept remittances of contributions from registered employers electronically; 3. Secure all the necessary approvals, permits, and clearances for the implementation of the project; 4. Accept, for and in behalf of PHILHEALTH, remittances of membership contributions from registered employers; 5. Provide PHILHEALTH an online viewing facility for proper monitoring of fund balances and collections; 6. Submit the Collection RF2 Files containing all the details of the remittances received by LANDBANK on behalf of PHILHEALTH to PHILHEALTH via Secure File Transfer Protocol (SFTP) or any other secured means on or before the agreed time of the following day; 7. Implement a hold period of fifteen (15) calendar days on the daily collections remitted to the Non-Interest Bearing Current Account of PHILHEALTH; and 8. Make funds withdrawable from the PHILHEALTHNon-Interest Bearing Current Account on the 16thday from the date of collection.Should this fall on a non-banking day, the funds shall be withdrawable on the next banking day.
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COMMITMENTS AND UNDERTAKINGS. In order to attain the objectives of this Agreement, each Party hereby commits itself as follows: 1. Mandate all its registered employers to open a Current /Savings Account with zero (0) opening and maintaining balance with DBP where its remittances for PHILHEALTH shall be debited; 2. Mandate all its registered employers to utilize the EPRS andDBPePayment Systemfor the remittance of contributions due to PHILHEALTH; 3. Provide DBP with all the necessary data and information, as well as other pertinent technical requirements, specifications, procedures and facilities for the installation and development of the DBPePayment System; 4. Open and maintain a Current/Savings Account with DBPwhere all collections will be credited in order to implement the objectives of this Agreement. The Current/Savings Account shall be an interest-bearing account subject to DBP’s Rules and Regulations and in accordance with applicable Bangko ng Sentral ng Pilipinas guidelines; 5. Allow DBP to put on hold a period of fifteen (15) days on the daily collections remitted to the Current/Savings Account of PHILHEALTH; and 6. Accept and post all transactions and/or payments sent by DBP in accordance with the terms and conditions set herein. 1. Handle the opening of Current/Savings Accounts with zero (0) opening and maintaining balance for PHILHEALTH registered employers where remittances for PHILHEALTH shall be debited; 2. Secure all the necessary approvals, permits, and clearances from the Department of Finance, Bangko Sentral ng Pilipinas and other government agencies for the implementation of the project; 3. Accept, for and in behalf of PHILHEALTH, remittances of membership contributions from registered employers; 4. Remit all payments received for and in behalf of PHILHEALTHbased on the agreed upon float period as stipulated in PHILHEALTH’s Agreement w ith BancNet for the collections coursed through BancNet’seGOV Facility; 5. Provide PHILHEALTH an online viewing facility for proper monitoring of fund balances and collections; 6. Submit the Collection Files containing all the details of the remittances received by DBPon behalf of PHILHEALTH to PHILHEALTHfollowing the reportorial requirements embodied in the BancNeteGOV Facility Agreement;
Sample 1
COMMITMENTS AND UNDERTAKINGS. In connection with the Transactions, subject to the terms and conditions set forth in this Commitment Letter, each of the Initial Lenders is pleased to advise you of its several (and not joint) commitment to provide the following percentages with respect to the Initial Borrowing Base under the Revolving Facility: (i) JPMorgan, 10.646242907%, (ii) BofA, 10.380086836%, (iii) Xxxxx, 10.380086836%, (iv) Capital One, 9.861086021%, (v) CSAG, 8.596841229%, (vi) RBC, 8.144375824%, (vii) ABN, 8.144339324%, (viii) Comerica, 8.143868860%, (ix) CIBC, 7.300280850%, (x) ING, 5.748971171%, (xi) Truist, 4.562675532%, (xii) KeyBank, 3.832647447%, (xiii) Fifth Third, 3.193872872% and (xiv) Goldman, 1.064624291%, which in the aggregate for all Initial Lenders, equals 100% of the Revolving Facility.
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COMMITMENTS AND UNDERTAKINGS. The Transferors guarantee that the Target Shares are legally owned by them and they have full and effective right to dispose. The Transferors guarantee that the Target Shares have no pledge or any other security right, and are not subject to any third party’s recourse.
Sample 1
COMMITMENTS AND UNDERTAKINGS. From the date of signing this Agreement until the completion of the transfer of the Subject Equity Interests pursuant to this Agreement, Party A undertakes and guarantees that: 4.1 Party A is a limited liability company established under the laws of Hong Kong and has the necessary civil rights and capacity to enter into and perform this Agreement.
Sample 1
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Related to COMMITMENTS AND UNDERTAKINGS

  • Agreements and Commitments As of the date of this Agreement the Company is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to the Company, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to the Company in an aggregate amount of (i) $10,000 or more in the Ordinary Course or (ii) $5,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company is licensor (except for any nonexclusive software license granted by the Company to customers in the Ordinary Course); or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company to encumber, transfer or sell rights in or with respect to any material item of the Company Intellectual Property (as defined in Section 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the Company's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company incurred or made in the Ordinary Course, and except as disclosed in the Company Financial Statements; (j) Any contract containing covenants purporting to limit the Company's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liability. All agreements, obligations and commitments disclosed in Item 3.10, Item 3.11, Item 3.14.3 or Item 3.14.6 as required by Section 3.10, Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the Company. Neither the Company nor to Shareholder's knowledge any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company is not a party to any contract or arrangement that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Company.

  • Compliance with Commitments Immediately after giving effect to the making of any such Extension of Credit (and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations shall not exceed the Revolving Committed Amount then in effect, (ii) the outstanding LOC Obligations shall not exceed the LOC Committed Amount, and (iii) the outstanding Swingline Loans shall not exceed the Swingline Committed Amount.

  • Representations of Lenders Each Lender listed on the signature pages hereof hereby represents and warrants (i) that it is an Eligible Assignee described in clause (A) of the definition thereof; (ii) that it has experience and expertise in the making of loans such as the Loans; and (iii) that it will make its Loans for its own account in the ordinary course of its business and without a view to distribution of such Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this subsection 10.1, the disposition of such Loans or any interests therein shall at all times remain within its exclusive control). Each Lender that becomes a party hereto pursuant to an Assignment Agreement shall be deemed to agree that the representations and warranties of such Lender contained in Section 2(c) of such Assignment Agreement are incorporated herein by this reference.

  • Commitments and Contracts (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”): (i) any material employment contract or understanding (including any understandings or obligations with respect to severance or termination pay, liabilities or fringe benefits) with any present or former officer, director or employee (other than those that are terminable at will by the Company or such Company Subsidiary); (ii) any material plan, contract or understanding providing for any bonus, pension, option, deferred compensation, retirement payment, profit sharing or similar arrangement with respect to any present or former officer, director or employee; (iii) any contract containing covenants that limit the ability of the Company or any Company Subsidiary to compete in any line of business or with any person or which involve any restriction of the geographical area in which, or method by which or with whom, the Company or any Company Subsidiary may carry on its business (other than as may be required by law or applicable regulatory authorities), and any contract that would require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (iv) any joint venture, partnership, strategic alliance or other similar contract (including any franchising agreement, but in any event excluding introducing broker agreements); and any contract relating to the acquisition or disposition of any material business or material assets (whether by merger, sale of stock or assets or otherwise), which acquisition or disposition is not yet complete or where such contract contains continuing material obligations or contains continuing material indemnity obligations of the Company or any of the Company Subsidiaries; and (v) any other contract or agreement which is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K. (2) Each of the Company Significant Agreements is valid and binding on the Company and the Company Subsidiaries, as applicable, and in full force and effect. The Company and each of the Company Subsidiaries, as applicable, are in compliance in all material respects with and have performed in all material respects all obligations required to be performed by them to date under each Company Significant Agreement. Neither the Company nor any of the Company Subsidiaries has received notice of any violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Significant Agreement. No party to a Company Significant Agreement has provided notice to the Company or any Company Subsidiary that it intends to terminate a Company Significant Agreement or not renew such agreement at the expiration of the current term. (3) Other than those contemplated by the Transactions, there are no transactions or series of related transactions, agreements, arrangements or understandings, nor are there any currently proposed transactions, or series of related transactions between the Company or any Company Subsidiaries, on the one hand, and the Company, any current or former director or executive officer of the Company or any Company Subsidiaries or any person who beneficially owns five percent (5%) or more of the Common Stock (or any of such person’s immediate family members or Affiliates) (other than Company Subsidiaries), on the other hand, except for deposit relationships or loan transactions arising in the ordinary course of business.

  • Amounts and Terms of Commitments and Loans 2.1 Commitments; Making of Loans; the Register; Notes.

  • Conditions Precedent to Loans and Letters of Credit 32 Section 3.1 Conditions To Effectiveness.................................................32 Section 3.2 Each Credit Event...........................................................33 Section 3.3 Delivery of Documents.......................................................34

  • Representations and Warranties of Lenders Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments or Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of the applicable Assignment and Assumption that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments, loans or investments such as the Commitments and Loans; and (iii) it will make or invest in its Commitments and Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments and Loans within the meaning of the Securities Act or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments and Loans or any interests therein shall at all times remain within its exclusive control).

  • Conditions Precedent to All Loans and Letters of Credit In addition to satisfaction or waiver of the conditions precedent contained in Section 6.1, the obligations of (i) Lenders to make any Loans and (ii) the Issuing Bank to issue Letters of Credit are each subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of the date of the making of such Loan or date of issuance of such Letter of Credit or would exist immediately after giving effect thereto, and no violation of the limits described in Section 2.16 would occur after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of the making of such Loan or date of issuance of such Letter of Credit with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder; (c) in the case of the borrowing of Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing, in the case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing (or other notice as permitted pursuant to Section 2.5(b)(i) for requesting a Swingline Loan or the borrowing shall be an Automatic Swingline Borrowing pursuant to Section 2.5(b)(ii)), and in the case of the issuance of a Letter of Credit the Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit; and (d) that any such borrowing is permitted under any Senior Notes Indebtedness and/or any Senior Notes Indenture relating thereto. Each Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to have represented to the Administrative Agent and the Lenders at the time any Loan is made or any Letter of Credit is issued that all conditions to the making of such Loan or issuing of such Letter of Credit contained in this Article VI have been satisfied. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Borrower and to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, that the conditions precedent for initial Loans set forth in Sections 6.1 and 6.2 that have not previously been waived by the Lenders in accordance with the terms of this Agreement have been satisfied.

  • Obligations of Lenders Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

  • Obligations of Lenders Several The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

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