CONVENANTS. 7.1 During the terms of this Agreement, Pledgor hereby covenants to Pledgee as follows:
7.1.1 It will not transfer the Pledged Interests or cause or allow the Pledged Interests to be used as security for any other obligation that may affect Pledgee’s right or beneficial without the prior written consent of Pledgee except that the Pledgee require the Pledgor to assign or transfer the equity interest.
CONVENANTS. 3.2.1 During the terms of this Agreement, Grantor covenants to Party A or the third party designated by Party A, it will carry out all the necessary procedures which made the Party A or the third party designated by Party A the shareholder of Xuhua Trading. The procedures included, without limitation, rendering Party A or the third party designated by Party A assistance to obtain necessary approvals from governmental entities and institutions, delivering Share Transfer Agreement to the related Administration for Industry and Commence (“AIC”) for the purpose of the amendments or modifications of the Articles of Association and bylaws, shareholders’ register or any other things concerned.
3.2.2 During the terms of this Agreement, he will not put the equity interests hold by Grantor under the circumstance of pledge, indebtedness or encumbrance for any third party, and he will not assign, donate, pledge or dispose of the equity interests hold by Grantor in any other manner to the third party.
3.2.3 During the terms of this Agreement, the equity interests hold by Grantor will not under the circumstance of pledge, indebtedness or encumbrance for the third party.
3.2.4 During the terms of this Agreement, the option granted by Grantor to Party A shall be exclusive; Grantor shall not grant any other party the option or any other right similar right.
CONVENANTS. Vous garantissez à OANDA que vous obtiendrez et vous conformerez à, et ferez tout le nécessaire pour maintenir leur applicabilité et application, toutes les autorisations, approbations, licences et permissions exigées pour pouvoir légitimement remplir vos obligations en vertu de la présente Convention.
CONVENANTS. 7.1 From the Effective Time of this Agreement to the closing Date the Vendor will not, except with prior consent of the Purchaser:
a. assign, transfer, surrender, abandon, mortgage, pledge or otherwise encumber any of the Assets;
b. enter into or terminate any material transaction or arrangement affecting the Assets; or
c. approve or refrain from approving any authority for expenditure received or to be approved by it subsequent to the date hereof without first consulting with the Purchaser in that regard.
7.2 From the date of this Agreement to the closing Date, Vendor will use reasonable efforts to see that the Assets are maintained and operated in a prudent manner, in accordance with generally accepted oil and gas industry practices, will maintain any insurance now in force with respect to the Assets, will pay or cause to be paid all costs and expenses incurred in connection therewith in a timely fashion, will use reasonable efforts to keep the Leases in full force and effect and will use reasonable efforts to perform and comply with all of the covenants and conditions contained in the Leases and any material contracts to the extent that it has authority or power to do so.
CONVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by Franklin at or prior to the Closing shall have been complied with.
CONVENANTS. The Seller agrees that upon exercising the Second Option the Company will retain ownership of the brands created by the Company, including but not limited to Pro TV, Acasa, Pro TV International and Pro Cinema.
CONVENANTS. Section 3.01. Payment of Notes 28 Section 3.02. [Intentionally Omitted] 28 Section 3.03. Restrictions on Liens 28 Section 3.04. Restrictions on Sale and Leaseback Transactions 29 Section 3.05. [Intentionally Omitted] 29 Section 3.06. Change of Control Triggering Event 29 Section 3.07. Reports to Holders 31 Section 3.08. Additional Guarantees 31 Section 3.09. [Intentionally Omitted] 31 Section 3.10. Corporate Existence 31 Section 3.11. Compliance Certificate 32 Section 3.12. Further Instruments and Acts 32 Section 3.13. Stay, Extension and Usury Laws 32 Section 3.14. Additional Interest Notice 32 Section 4.01. Consolidation, Merger or Sale of Assets 32 Section 5.01. Notices to Trustee 33 Section 5.02. Selection of Notes to Be Redeemed or Purchased 33 Section 5.03. Notice of Redemption 34 Section 5.04. Effect of Notice of Redemption 35 Section 5.05. Deposit of Redemption or Purchase Price 35 Section 5.06. Notes Redeemed or Purchased in Part 35 Section 5.07. Optional Redemption 35 Section 5.08. Mandatory Redemption 36
CONVENANTS. (a) Manufacturer agrees that it shall manufacture the PVA Terminals using manufacturing techniques, raw materials, supplies and components (including but not limited to the Accessory Products) that are of equal or better quality as used by Manufacturer in the past when manufacturing the PVA Terminals and Accessory Products,
(b) (i) Manufacturer shall include in each PVA Terminal and Accessory Product the most recent version of "PVA Elimination Draw Poker" software approved by VLC and available at the time of shipment to VLC (unless otherwise specified by VLC) known as "PVA terminal software", including all upgrades and modifications thereto (the "Software"), owned, created, licensed or otherwise under the control of Manufacturer or any of its affiliates; and
CONVENANTS. 2.1 Covenants of Party B and Party C Party B and Party C hereby irrevocably covenant as follows:
(1) Without the prior written consent of Party A or the controlling shareholder of Party A (the “Parent Company of Party A”), each of Party B and Party C shall not in any manner supplement, change or amend the articles of association of Party C, increase or decrease its registered capital, or otherwise change its structure of registered capital;
(2) Each of Party B and Party C shall, in accordance with good financial and business standards and practices, maintain the existence of Party C and subsidiaries of Party C, operate its business and handle its affairs prudently and effectively;
(3) Without the prior written consent of Party A or the Parent Company of Party A, each of Party B and Party C shall not, at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow any security interest created thereon;
(4) Without the prior written consent of Party A or the Parent Company of Party A, each of Party B and Party C shall not incur, inherit, guarantee or permit the existence of any debt, except for (i) payables incurred in the ordinary course of business other than through loans; (ii) debts that have been disclosed to Party A and obtained written consent of Party A;
(5) Each of Party B and Party C shall operate in the ordinary course of business to maintain the asset value of Party C and refrain from any act/omission that may affect Party C’s operating status and asset value;
(6) Without the prior written consent of Party A or the Parent Company of Party A, each of Party B and Party C shall not execute any material contract, except the contracts executed in the ordinary course of business (for the purpose of this paragraph, a contract with a value exceeding RMB 500,000 shall be deemed as a material contract);
(7) Without the prior written consent of Party A or the Parent Company of Party A, each of Party B and Party C shall not provide any person with any loan or facility;
(8) Each of Party B and Party C shall provide Party A with information on Party C's business operations and financial conditions upon Party A's request;
(9) Party C shall procure and maintain insurance in respect of Party C's assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage consistent with the companies that ope...
CONVENANTS. 21 9.1 Covenants of the Borrower...................... 21
