Company’s Undertakings. 10.1 If any third party approval, permit, waiver or authorization, or any approval, permit or waiver of any governmental authorities, or any registration or filing formalities with any government authorities (if legally required) is required to be obtained or completed for the execution and performance of this Agreement and for the Equity Pledge under this Agreement, the Company shall endeavor to assist in obtaining it and keeping it fully effective during the valid term of this Agreement.
10.2 Without the prior written consent of the Pledgee, the Company shall not assist in or allow the Pledgors’ creation of any new pledge or other security interest over the Pledged Equity Interest.
10.3 Without the prior written consent of the Pledgee, the Company shall not assist in or allow the Pledgors’ transfer of the Pledged Equity Interest.
10.4 In the event of occurrence of any lawsuit, arbitration or other claim which may have adverse effect on the Company, the Pledged Equity Interest or the Pledgee’s interest under the Transaction Documents and this Agreement, the Company undertakes to notify the Pledgee in writing as soon as possible and in a timely manner, and, as reasonably required by the Pledgee, to take all necessary measures to ensure the pledge interest of the Pledgee over the Pledged Equity Interest.
10.5 The Company undertakes to complete the registration formalities to extend its business term three months before the expiration of its business term so as to continue the effect of this Agreement.
10.6 The Company shall not take, or allow to be taken, any activity or action which may have adverse effect on the Pledgee’s interest under the Transaction Documents and this Agreement or on the Pledged Equity Interest, including but not limited to any activity or action restricted under Article 9.
10.7 The Company shall, in the first month of each calendar quarter, provide the Pledgee with the financial statements of the Company for the immediately preceding calendar quarter, including but not limited to the balance sheet, the profit and loss statements and the cash flow statements.
10.8 The Company undertakes to, as reasonably required by the Pledgee, take all necessary measures and execute all necessary documents (including but not limited to any agreement supplemental to this Agreement) to ensure the pledge interest of the Pledgee over the Pledged Equity Interest and the exercise and realization thereof.
10.9 If the exercise of the right of pledge under th...
Company’s Undertakings. 7.1 The Company undertakes as follows:
(a) to indemnify and hold the Manager and/or its appointed agent harmless from all consequences or liabilities in signing bills of lading, issuing letters of indemnity in lieu of bills of lading or changes of destination from bills of lading or other documents relating to the relevant charterparty, contract of affreightment or fixture for any Vessel or from any irregularity in documents supplied to the Manager and/or its appointed agent or from complying with orders given to it;
(b) to immediately notify the Manager of the Company’s decision to re-deliver a Vessel which shall include details of the delivery date, port of delivery or range of ports of delivery, any pre-delivery inspections and any other information which may affect the operations or employment of such Vessel. Following receipt of such notice, the Manager shall not contract to employ that Vessel for periods in excess of the intended delivery date of that Vessel as specified in the Company’s notice to the Manager as aforesaid;
(c) the Company shall notify the Manager of any decision made by the Pool Committee; and
(d) the Manager shall at his own expense provide all office accommodation, equipments, stationeries and staff required for the provision of its services hereunder.
Company’s Undertakings. The Company hereby covenants to and agrees with the HPSEBL to:
(a) complete the execution of the Project within the scheduled time as per Section 3.1 and in accordance with the Agreement;
(b) design, install and commission the Project including the Project Line upto Interconnection Point, as per Utility and the best Industry Practices and in accordance with the provisions of the Project Report, with materials and equipment that are new and of utility-grade quality, in such a manner that the useful life of Project is longer than the term of the Agreement;
(c) work with and co-operate in good faith with the HPSEBL with respect to all of the HPSEBL's obligations and rights hereunder;
(d) maintain the rated capacity throughout the term of the Agreement, subject to the normal derating/deterioration during the life of the Project;
(e) provide such periodic reports on the progress of the development and construction of the Project as may be required by the HPSEBL;
(f) operate and maintain the Project in accordance with (i) Despatch Instructions (ii) Prudent Utility Practices within the Technical Limits (iii) all applicable Laws, rules, regulations, permits and licences and (iv) recommendations of manufacturers of the principal equipment of the Project;
(g) enter into a separate agreement for the implementation of Interconnection Facilities, within the timelines given in Section 3.3;
(h) buy and keep alive, at its cost, the following insurance policies during the entire Agreement period and schedule-III to this effect is attached.
i) Third Party Insurance;
ii) Natural Peril Insurance;
iii) Construction Insurance (For Construction Stage only);
iv) Risks encountered during construction (For Construction stage only);
v) Risks encountered during Operation and Maintenance Stage ;
vi) Business Interruption Insurance;
vii) Marine Transit Insurance (if required);
viii) Statutory Workers Compensation Insurance;
ix) Employer Liabilities Insurance; and
x) Any other insurance as appropriate.
(i) not to transfer/dispose off the Project or otherwise alienate any asset of the Project without prior approval of the HPSEBL;
(j) make its own arrangement for standby construction power, if considered necessary, for use during the period when the HPSEBL is unable to supply the same to the Company.
(k) provide and maintain adequate and reliable speech and online data communication systems between the Station and ………kV sub- station of the HPSEBL at and also between the Station and the Co...
Company’s Undertakings. 7.1 The Company undertakes as follows:
(a) to indemnify and hold the Manager and/or its appointed agent harmless from all consequences or liabilities in signing bills of lading, issuing letters of indemnity in lieu of bills of lading or changes of destination from bills of lading or other documents relating to the relevant charterparty, contract of affreightment or fixture for any Vessel or from any irregularity in documents supplied to the Manager and/or its appointed agent or from complying with orders given to it;
(b) to immediately notify the Manager of the Company’s decision to re-deliver a Vessel which shall include details of the delivery date, port of delivery or range of ports of delivery, any pre-delivery inspections and any other information which may affect the operations or employment of such Vessel. Following receipt of such notice, the Manager shall not contract to employ that Vessel for periods in excess of the intended delivery date of that Vessel as specified in the Company’s notice to the Manager as aforesaid; and
(c) the Company shall notify the Manager of any decision made by a Pool Committee.
Company’s Undertakings. Company agrees and undertakes:
2.1. to hold the Confidential Information in the strictest confidence and not to at any time disclose or use or permit to be disclosed or used any of the Confidential Information or its knowledge of the existence of the Confidential Information for any purpose other than for the purpose of the Project.
2.2. not to disclose or divulge the Confidential Information to any person whatsoever without the prior written consent of SLT except to as stated herein.
2.3. to restrict the dissemination, circulation and supply of the Confidential Information or any part thereof to Company’s Personnel who are directly involved with the Project and only to the extent necessary for each of them to perform their duties.
2.4. to ensure and procure that none of its Personnel will do any act, matter or thing which, if done by the Company, would constitute a breach of the obligations of the Company under the terms of this Agreement.
2.5. to take all reasonable action to prevent unauthorized disclosure or use of the Confidential Information.
2.6. inform and advise its Personnel who may have access to the Confidential Information of its confidential and proprietary nature.
Company’s Undertakings. The Company agrees and undertakes (and, where relevant, agrees and undertakes to procure) and each of the Managers and Existing Shareholders undertakes to procure (so far as they are reasonably able so to do), that:
11.1.1 each Group Company shall carry on its business in the manner contemplated by the Business Plan;
11.1.2 the Company will, if so requested in writing by NewCo, enforce its rights under or pursuant to this Agreement, the Articles and the Facility Documents (including the agreements made pursuant thereto);
11.1.3 all steps necessary are taken to ensure performance of the terms of this Agreement;
11.1.4 the Company will, if so requested by NewCo, enforce its rights under or pursuant to the terms of employment of a Manager or any employee earning a base salary of at least £40,000 (or local currency equivalent) per annum under his Service Agreement in circumstances where the Company is permitted to do so; and
11.1.5 as soon as reasonably possible after becoming aware of the same, NewCo is notified in writing of any breach or threatened or impending breach of any of the covenants, warranties or other terms of the Facility Documents and of any material litigation by or against any Group Company or which affects the Business or any dispute or other circumstances which are outside the ordinary course of business and are likely to give rise to any such litigation.
Company’s Undertakings. 5.1 The Company warrants making any payments due to the Introducer in respect of the Is Commissions for its financial services as agreed in this Agreement.
5.2 The Introducer shall be entitled to the Commission structure as agreed and stated in Appendix I, attached, and may not be subject to any changes unless agreed by both parties.
5.3 The Company is responsible for the calculation and due payment of the Introducer’s Commissions.
5.4 In the event of any dispute, or complaint from a Client, the Company has the right to hold back any commissions due to the Introducer until such issues are resolved.
5.5 In the event that the Company will identify any abuse on the trading activity of any clients introduced by the Introducer, such as open and close trades instantly for the purpose of generating commissions, the Company reserves the right to place time limitation on the Introducer’s profile.
Company’s Undertakings. 5.1. The Company warrants making any payments due to the Introducer in respect of the Introducer’s Commissions for its financial services as agreed in this Agreement.
5.2. The Introducer shall be entitled to the Introducer’s Commission structure as agreed and stated in Appendix 1, attached, and may not be subject to any changes unless agreed by both parties.
5.3. The Company is responsible for the calculation and due payment of the Introducer’s Commissions.
5.4. The Company’s Trading Terms and Conditions are set out in the Company’s website.
5.5. In the event of any dispute, or complaint from a Client, the Company has the right to hold back any commissions due to the Introducer until such issues are resolved.
5.6. In the event that the Company will identify any abuse on the trading activity of any clients introduced by the Introducer, such as open and close trades instantly for the purpose of generating commissions, the Company reserves the right to place time limitation on the Introducer’s profile.
Company’s Undertakings. (i) Company shall render Services for WEA to all locations throughout the Territory for all orders for Products as designated by WEA. The Services: (A) shall be rendered on a so-called “label blind” basis; (B) shall be rendered in at least the same general manner, subject to at least the same general standards and in at least the same general quality as provided by Company to all other parties whose products are distributed by Company in the Territory, but if any such services are not part of the standard Services otherwise provided to WEA hereunder and the provision of such services is at a higher cost to Company, then if WEA requests such services, such services shall be provided to WEA hereunder, but subject to the same terms and conditions provided to such other party. [*] provided, however, that nothing contained in this clause (B) shall limit Company’s obligations set forth in Paragraph 7 hereof; (C) shall be rendered in at least the same manner, subject to at least the same standards and in at least the same quality as was provided to WEA’s affiliates for the products of WEA’s affiliates immediately prior to the commencement of the Term; (D) shall be rendered in accordance with “first-class” standards that meet the highest quality available in the industry; and (E) shall be rendered in accordance with, or exceed, each of the service level requirements set forth on Schedule A hereto (the requirements set forth on Schedule A hereto being the “Service Level Requirements”); provided, however, that to the extent that the standards set forth in clauses (B) and (D) of this Paragraph are not being met as of the commencement of the Term, Company shall have a period of [*] from the commencement of the Term in which to meet such standards.
(ii) Company shall ship each Product without alteration in the same configuration and format designated by WEA.
(iii) Company shall accept the return of all units of Products previously distributed by or on behalf of WEA in the Territory prior to the commencement of the Term.
Company’s Undertakings. The Company hereby covenants to and agrees with the HPSEBL to:
(a) complete the execution of the Project within the scheduled time as per Section 3.1 and in accordance with the Agreement;
(b) design, install and commission the Project including the Project Line upto Interconnection Point, as per Utility and the best Industry Practices and in accordance with the provisions of Approved DPR with materials and equipment that are new and of utility-grade quality, in such a manner that the useful life of Project is longer than the term of the Agreement;
(c) work with and co-operate in good faith with the HPSEBL with respect to all of the HPSEBL's obligations and rights hereunder;
(d) maintain the rated capacity throughout the term of the Agreement, subject to the normal derating/deterioration during the life of the Project;
(e) provide such periodic reports on the progress of the development and construction of the Project as may be required by the HPSEBL;
(f) operate and maintain the Project in accordance with (i) Despatch Instructions
