Confirmations and Agreements. 4.1 The Client confirms to GTJAS that:
(a) the Client has read, fully understood and accepted the Risk Disclosure Statements set out in Clause 15;
(b) the Client is the sole beneficial owner (or where the services under the Margin Facility Terms are provided to two or more persons, such persons are the only beneficial owners) of all Securities and funds in the Margin Account and has good title to all Securities deposited with GTJAS or which the Client instructs GTJAS to deal on his behalf free from encumbrances or any third party interest;
(c) the Client has and will maintain beneficial ownership of the Charged Securities free from encumbrances or any third party interest (except in favour of GTJAS); and
(d) the Charge created by Clause 3 constitutes and will continue to constitute the Client’s valid and legally binding obligations enforceable in accordance with their terms.
4.2 The Client undertakes and agrees to the following:
(a) the Client will not (and will not attempt to) create or permit to arise any encumbrance or third party interest over any asset or funds in the Margin Account, except in GTJAS’s favour;
(b) the Client will obtain and maintain in full force and effect all governmental and other approvals, authorities, licences and consents required in connection with the security created in Clause 3 and he will do or cause to be done all other acts and things necessary or useful for the performance of all of his obligations under the Margin Facility Terms, or for ratifying or confirming anything done by GTJAS in the performance of its duties or exercise of its rights or powers under the Margin Facility Terms;
(c) throughout the continuance of this Agreement and/or so long as any moneys are owing hereunder, the Client will not permit, approve nor permit to approve any share or other Securities, other than those already in issue as at the date of this Agreement, to be issued by any Issuer to any person, unless with prior written consent from GTJAS, and will vote at any general meeting of any such Issuer to the effect of protecting GTJAS’s security interest in this Agreement and shall authorise GTJAS to vote on behalf of the Client to such effect; and
(d) the Client shall, as soon as reasonably practicable after reasonable demand by GTJAS, and entirely at its own costs and expenses, make, execute, do, perform and provide all such further acts and documents as GTJAS shall reasonably require to perfect, protect, maintain, or improve the security affor...
Confirmations and Agreements. The provisions of the PMPA, as amended by the provisions hereof, are in full force and effect and are hereby confirmed and ratified, except that, on and after the date hereof, all references in the PMPA to "this Agreement", "hereof", "hereto" and "hereunder" and similar expressions referring to the PMPA shall mean and be a reference to the PMPA as further amended hereby. The Supplier hereby confirms and agrees that (i) any pledges, charges, mortgages, debentures, security agreements or assignments granted by any Hudbay PMPA Entity in favour of Silver Wheaton shall continue to secure payment of all present and future indebtedness, liabilities and obligations owing by the Hudbay PMPA Entities to Silver Wheaton from time to time including, without limitation, any and all such indebtedness, liabilities and obligations arising pursuant to the PMPA as amended by this Agreement and (ii) any guarantee executed and delivered by a Hudbay PMPA Entity to and in favour of Silver Wheaton, pursuant to or in respect of the PMPA, which continues outstanding at the date hereof is hereby confirmed and ratified and shall continue to guarantee the obligations defined therein.
Confirmations and Agreements. Each Joinder Lender party hereto (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.
Confirmations and Agreements. FWH hereby confirms to and covenants and agrees with the Administrative Agent and the Collateral Agent, for the benefit of the Secured Parties, that, on behalf of each Subsidiary listed on Schedule I hereto, FWH will maintain each of the Existing Credit Support Instruments set forth on Schedule I in accordance with the terms of the relevant Material Project Document (including extending the term of any such Existing Credit Support Instrument if required thereunder) until, with respect to any Existing Credit Support Instrument, the earliest to occur of (a) the date on which the relevant Project Company or other Subsidiary of the Borrower (any such Project Company or Subsidiary being referred to as a “New LC Obligor”) is able to and provides pursuant to Permitted Project Indebtedness substitute credit support that is acceptable to the relevant counterparty and in full replacement of such Existing Credit Support Instrument, in accordance with the terms and conditions of the applicable Material Project Document and the Loan Documents, (b) the date on which all of FWH’s obligations with respect to the Existing Credit Support Instrument have been assumed by a New LC Obligor, (c) the date on which this Undertaking Agreement terminates under Section 2.03 and (d) after an acceleration of the Term Loans under the Credit Agreement, the date upon which the Collateral Agent transfers, assigns, sells or otherwise disposes of, directly or indirectly, the Steel Winds Project in connection with its exercise of remedies thereunder to an unaffiliated third party purchaser.
Confirmations and Agreements. (i) The Bank Agent confirms that the Banks have approved this Agreement as of the date hereof.
(ii) Each party subject hereto agrees that it will not, and will use commercially reasonable efforts to cause its agents, employees, officers, directors, shareholders, partners, and its representatives associated with or acting on its behalf (collectively, the “Representatives”), and its sub-contractors, if any, not to, directly or indirectly through a third-party intermediary, in connection with this Agreement and the transactions resulting herefrom, offer, pay, promise to pay, or authorize the giving of money or anything of value to any Government Official (as defined below) for the purpose of inducing such Government Official to use his or her influence or position with the government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to assist in obtaining or retaining business for, directing business to, or securing an improper advantage for such party.
Confirmations and Agreements. (i) The Bank Agent confirms that the Banks have approved this Agreement as of the date hereof. The Company confirms that each Noteholder party to a Note Purchase Agreement as of the date hereof appears in the signature pages hereto.
(ii) Each party subject hereto agrees that it will not, and will use commercially reasonable efforts to cause its agents, employees, officers, directors, shareholders, partners, and its representatives associated with or acting on its behalf (collectively, the “Representatives”), and its sub-contractors, if any, not to, directly or indirectly through a third-party intermediary, in connection with this Agreement and the transactions resulting herefrom, offer, pay, promise to pay, or authorize the giving of money or anything of value to any Government Official (as defined below) for the purpose of inducing such Government Official to use his or her influence or position with the government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to assist in obtaining or retaining business for, directing business to, or securing an improper advantage for such party.
(b) Each party subject hereto will, and will use commercially reasonable efforts to cause its Representatives and sub-contractors, if any, to maintain books and records that accurately reflect any payment of money or thing of value to a Government Official, directly or indirectly, in connection with any matter relating to this Agreement.
(c) The term “Government Official” includes any employee, agent or representative of a non-US government, and any non-US political party, party official or candidate. Government Official may also include royalty, non-US legislators, representatives of non-US state-owned enterprises, employees of public international organizations (including but not limited to the United Nations, International Monetary Fund, World Bank and other international agencies and organizations), and employees and officers of foreign embassies or trade organizations having offices in the US, regardless of rank or position, and any individuals acting on behalf of a Government Official.
Confirmations and Agreements. (a) Each party subject hereto agrees that it will not, and will use commercially reasonably efforts to cause its agents, employees, officers, directors, shareholders, partners, and its representatives associated with or acting on its behalf (collectively, the “Representatives”), and its sub-contractors, if any, not to, directly or indirectly through a third-party intermediary, in connection with this Agreement and the transactions resulting herefrom, offer, pay, promise to pay, or authorize the giving of money or anything of value to any Government Official (as defined below) for the purpose of inducing such Government Official to use his or her influence or position with the government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to assist in obtaining or retaining business for, directing business to, or securing an improper advantage for such party.
(b) Each party subject hereto will, and will use commercially reasonable efforts to cause its Representatives and sub-contractors, if any, to maintain books and records that accurately reflect any payment of money or thing of value to a Government Official, directly or indirectly, in connection with any matter relating to this Agreement.
(c) The term “Government Official” includes any employee, agent or representative of a non-U.S. government, and any non-U.S. political party, party official or candidate. Government Official may also include royalty, non-U.S. legislators, representatives of non-U.S. state-owned enterprises, employees of public international organizations (including but not limited to the United Nations, International Monetary Fund, World Bank and other international agencies and organizations), and employees and officers of foreign embassies or trade organizations having offices in the U.S., regardless of rank or position, and any individuals acting on behalf of a Government Official.
Confirmations and Agreements. (i) The Bank Agent confirms that the Banks have approved this Agreement as of the date hereof. The Company confirms that each Noteholder party to a Note Purchase Agreement as of the date hereof appears in the signature pages hereto.
(ii) Each party subject hereto agrees that it will not, and will use commercially reasonable efforts to cause its agents, employees, officers, directors, shareholders, partners, and its representatives associated with or acting on its behalf (collectively, the “Representatives”), and its sub-contractors, if any, not to, directly or indirectly through a third-party intermediary, in connection with this Agreement and the transactions resulting herefrom, offer, pay, promise to pay, or authorize the giving of money or anything of value to any Government Official (as defined below) for the purpose of inducing such Government Official to use his or her influence or position with the government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to assist in obtaining or retaining business for, directing business to, or securing an improper advantage for such party.
Confirmations and Agreements. BCE and the Company agree that the Offer contemplated by the Original Support Agreement will be effected by way of the Alternative Plan of Arrangement, as more fully described in Schedule 1 hereto, the whole subject to the provisions concerning an Alternative Offer, if applicable, as described in Section 1.1 hereof.
Confirmations and Agreements. (a) Each party subject hereto agrees that it will not, and will use commercially reasonably efforts to cause its agents, employees, officers, directors, shareholders, partners, and its representatives associated with or acting on its behalf (collectively, the “Representatives”), and its sub-contractors, if any, not to, directly or indirectly through a third-party intermediary, in connection with this Agreement and the transactions resulting herefrom, offer, pay, promise to pay, or authorize the giving of money or anything of value to any Government Official (as defined below) for the purpose of inducing such Government Official to use his or her influence or position with the government or instrumentality thereof to affect or influence any act or decision of such government or instrumentality, in order to assist in obtaining or retaining business for, directing business to, or securing an improper advantage for such party.
(b) Each party subject hereto will, and will use commercially reasonable efforts to cause its Representatives and sub-contractors, if any, to maintain books and records that accurately reflect any payment of money or thing of value to a Government Official, directly or indirectly, in connection with any matter relating to this Agreement.
