Covenants and Undertakings. The Customer hereby irrevocably and unconditionally covenants and undertakes as follows:
(a) it shall promptly, after the occurrence thereof, give notice to the Bank of any Event of Default or event which with the passing of time or the giving of notice, or both, would constitute an Event of Default, including the nature thereof and the steps being taken by the Customer to remedy or mitigate the effect of the Event of Default;
(b) it will not use any Account or carry out any Investments or Transactions for the purposes of money laundering, terrorist financing, drug trafficking or other illegal purposes or from funds/assets being proceeds of a predicate offence or obtained from other illicit, criminal or illegal activities, whether in Hong Kong or elsewhere;
(c) it shall forward to the Bank such information or documents that the Bank may require from time to time, including but not limited to (where the Customer is a corporation) a copy of its audited financial statements immediately after they are issued but in any event within 5 months after the close of each of the Customer’s financial year;
(d) it further undertakes to notify the Bank immediately in the event that any order or warrant is issued against the Customer or any of its assets or (where the Customer is a trustee of the Trust) any of the assets of the Trust under the applicable AML/CFT laws and regulations;
(e) it shall obtain all the requisite regulatory and governmental approvals (if any) in connection with each Agreement, deliver a copy of the same to the Bank, including without limitation, the requisite exchange controls approvals to purchase foreign currencies to make a payment in respect of the Facilities or Indebtedness (if such approvals are required);
(f) it shall notify the Bank forthwith in writing of any changes in the information supplied in or in connection with the Agreement (including without limitation, information relating to itself or any Authorised Persons, and any change of address or of any appointment or revocation of the authority of any Authorised Persons);
(g) it shall notify the bank forthwith in writing of any or any intended, threatened or pending Insolvency Event in respect of any Obligor or (where the Customer is a trustee of the Trust) the Trust, or Associated Company;
(h) it shall be solely and fully responsible for the Customer’s tax affairs, filings, duties and obligations (including but not limited to its own tax filings and tax duties and obligations in the c...
Covenants and Undertakings. 8.1 The Borrower undertakes, and shall procure that CCK undertakes, to use their best endeavours to procure a Liquidity Event as soon as practicable, and in any event no later than the Liquidity Event Long-Stop Date.
8.2 The Borrower hereby covenants with and undertakes to the Lender that, subject to disbursement of the First Drawing to the Borrower, and for as long as any amount is or may be outstanding under this Agreement or any part of the Convertible Loan remains outstanding or the Borrower continues to have any obligation hereunder:
(a) the Borrower shall make no grant of any loan or advance to any person, firm, body corporate or other business save in the ordinary course of business, without the prior consent of the Lender;
(b) the Borrower shall make no grant of any guarantee or create or issue any debenture, mortgage, charge or other security, without the prior consent of the Lender;
(c) the Borrower shall not issue, allot or create any share or loan capital and will not grant any right (conditional or not) to require the issuance, allotment or creation of a share in its capital, without prior consent of the Lender, which shall not be unreasonably withheld;
(d) the Borrower shall not declare, pay or make any dividend or other distribution in respect of the Shares, redeem none of such Shares and dispose of no evidence of indebtedness or other security of the Borrower without the prior consent of the Lender;
(e) the Borrower shall use its best efforts to procure that CCK shall deliver, or make available to, the Lender, a LOR on a quarterly basis, and each LOR shall be delivered or made available to the Lender by the twenty-first (21st) day of March, June, September or December (as the case may be) of the relevant calendar year;
(f) save for such information as the Borrower may in good fxxxx xxxx to be a trade secret or highly confidential and subject to the Lender providing the Borrower with at least thirty (30) days’ notice in writing, the Borrower shall make available to the Lender such information relating to the business and financial condition, properties, operations and prospects of the Borrower and its investments as the Lender may from time to time reasonably request, including but not limited to the following:
(i) the Borrower’s quarterly progress reports, its unaudited profit and loss statement, balance sheet and cash flow statement and its unaudited monthly management accounts (comprising balance sheets, profit and loss statements and cas...
Covenants and Undertakings. The Borrower hereby makes the covenants and undertakings set out in this Section 15 to the Bank.
Covenants and Undertakings. 1Conduct of Business .
Covenants and Undertakings. The Grantor covenants and undertakes that:
4.2.1 he will complete all such formalities as are necessary to make the WFOE or its designated party a proper and registered shareholder of the VIE Company. Such formalities include, but are not limited to, assisting the WFOE with the obtaining of necessary approvals of the equity transfer from relevant government authorities (if any), the submission of the Transfer Agreement(s) to the relevant administration for industry and commerce for the purpose of amending the articles of association, changing the shareholder register and undertaking any other changes;
4.2.2 he will, upon request by the WFOE, establish a domestic entity to hold the interests in the VIE Company as a Chinese joint venture partner in case the VIE Company is restructured into a foreign-invested telecommunication enterprise; and
4.2.3 he will not amend the articles of association, increase or decrease the registered capital, sell, transfer, mortgage, create or allow any encumbrance or otherwise dispose of the assets, business, revenues or other beneficial interests, incur or assume any indebtedness, or enter into any material contracts, except in the ordinary course of business (for the purpose of this paragraph, any contract with a value exceeding RMB 100,000 shall be deemed to be a material contract).
Covenants and Undertakings. The Assignor hereby covenants with the Assignee that:
(A) It will do or permit to be done each and every act or thing which the Assignee may from time to time require to be done for the purpose of enforcing the Assignee’s rights under this Assignment and will allow its name to be used as and when required by the Assignee for that purpose; and
(B) It will forthwith give notice in the form set out in Exhibit 3 attached hereto, or cause its insurance brokers to give notice, of this Assignment to all insurers, underwriters, clubs and associations providing insurance in connection with the Vessel and procure that such notice is endorsed on all the policies and entries of insurances in respect of the Vessel.
Covenants and Undertakings. 5.1 The Grantor covenants with and undertakes to the Administrative Agent to the intent that the same shall be continuing covenants and undertakings until the Administrative Agent’s security interest in the Collateral is wholly discharged:
5.1.1 that the Grantor shall immediately on request provide to the Administrative Agent all information that the Administrative Agent requires in order to register any financing statement or financing change statement in accordance with Clause 2.5 or any other provision of this Agreement;
5.1.2 that the Grantor shall, as soon as reasonably practicable, if requested to do so by the Administrative Agent, sign or procure the signature of, and comply with all reasonable instructions of the Administrative Agent in respect of, any document required to make entries in any public register with respect to the Administrative Agent’s security interest in registered and applied for intellectual property outside Jersey and Intellectual Property (including appropriate agreements or documents with the United States Patent and Trademark Office, the United States Copyright Office and Uniform Commercial Code financing statements in the applicable Uniform Commercial Code jurisdictions, the European Patent Office and the European Union Intellectual Property Office or similar intellectual property offices in the United Kingdom and any Specified Jurisdiction (as defined in the Credit Agreement);
5.1.3 that the Grantor shall comply with all requests for information which is within its knowledge and which are made under any law or regulation or by any listing or other authority or any similar provision contained in any articles of association or other constitutional document relating to any Security Assets. If the Grantor fails to do so, the Administrative Agent may elect to provide any information which it may have on behalf of the Grantor;
5.1.4 that the Grantor will promptly supply to the Administrative Agent a copy of any information referred to in Clause 5.1.3;
5.1.5 promptly to pay all calls and other payments due in respect of the Collateral without cost to the Administrative Agent;
5.1.6 that the Grantor shall remain liable to observe and perform all of the other conditions and obligations assumed by it in respect of any of the Collateral, notwithstanding the method by which the Security Interests may have attached or been perfected;
5.1.7 that, except pursuant to the terms of this Agreement, there are and will be no restrictions on the...
Covenants and Undertakings. During the Interim Period, the Seller hereby covenants with and undertakes to the Purchaser that it:
(a) shall not sell, transfer, assign or otherwise Encumber or dispose of any Sale Shares or to agree or commit to do any of the foregoing; and
(b) shall, in general, refrain from any act or omission which may adversely affect the consummation of the Transaction.
Covenants and Undertakings. 4.2.1 Undertakings of Youku: To ensure that the cash flow requirements of the Shanghai Quan Toodou’s ordinary operations are met and/or to set off any loss accrued during such operations, Youku is obligated, only to the extent permissible under PRC laws, to provide financing support for Shanghai Quan Toodou, whether or not Shanghai Quan Toodou actually incur any such operational loss. Youku’s financing support may take the form of bank entrusted loans or borrowings to Shanghai Quan Toodou or its shareholders. Contracts for any such entrusted loans or borrowings shall be executed separately. Youku will not request repayment if Shanghai Quan Toodou or its shareholders are unable to do so.
4.2.2 Undertakings of the Grantor and Shanghai Quan Toodou
4.2.2.1 the Grantor and Shanghai Quan Toodou will complete all such formalities as are necessary to make Youku or its designated party a proper and registered shareholder of Shanghai Quan Toodou. Such formalities include, but are not limited to, assisting Youku with the obtaining of necessary approvals of the equity transfer from relevant government authorities (if any), the submission of the Transfer Agreement(s) to the relevant administration for industry and commerce for the purpose of amending the articles of association, changing the shareholder register and undertaking any other changes.
4.2.2.2 the Grantor will, upon request by Youku, establish a domestic entity to hold the interest in Shanghai Quan Toodou as a Chinese joint venture partner in case Shanghai Quan Toodou is restructured as a foreign-invested telecommunication enterprise. Shanghai Quan Toodou will provide any necessary assistance that Youku and the Grantor need (if any).
4.2.2.3 without the prior consent of Youku, the Grantor will not cause or agree Shanghai Quan Toodou to, and Shanghai Quan Toodou will not (a) amend the articles of association, (b) increase or decrease the registered capital, (c) sell, transfer, mortgage, create or allow any encumbrance or otherwise dispose of the assets, business, revenues or other beneficial interests, (d) incur or assume any indebtedness, or (e) enter into any material contracts, except in the ordinary course of business (for the purpose of this paragraph, any contract with a value exceeding RMB 100,000 shall be deemed to be a material contract).
Covenants and Undertakings. 4.1 General covenants, undertakings and obligations
4.1.1 Subject to the terms of this Agreement, the Affiliate agrees to use commercially reasonable endeavors to (i) customize the Affiliate Website(s) and integrate the Link, Connections and/or the Micro Site in such a way as to generate as much traffic as possible to the Homey Website or the Affiliate Website(s), and (ii) promote and market Homey and the option to book Homey on the Affiliate Website(s) within its commercial and internal network and for this purpose shall make its distribution network and channels (e.g. its internet and intranet) available.
4.1.2 The Affiliate shall duly and diligently maintain and adjust the contents of the Affiliate Websites and shall keep the Affiliate Website(s) up-to-date and accurate. The Affiliate shall promptly correct any errors or omissions on the Affiliate Website(s) and in the information relating to the Homey after becoming aware of such errors or being notified by Homey.
4.1.3 The Affiliate shall not (a) programmatically evaluate and extract information (including guest reviews) from any part of the Homey Website (e.g. screen scrape) or attempt to do so and shall not, by any means, including, but not limited to, mechanical, electronic, photocopying, recording or otherwise, copy, reproduce, modify, alter, adapt, disassemble, reverse engineer, scrape, or otherwise determine the source code of (or underlying ideas, algorithms, structure or organization of) the links or any content contained on or services provided by the Homey Website or attempt to do so; (b) upload (i) any virus, Trojan horse, worm, time bomb, robot commands or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (c) make any representations to visitors, to the general public or to any other party related in any way to the Company, the services, the links or the Homey Website; (d) (attempt to) obtain credit or Commissions from Homey by misrepresentation, making false statements, fraudulent behavior or any other scheme or trick to deceive Homey; or (e) otherwise (attempt to) cause detriment to Homey and the Homey Website. Any violation of the aforesaid provisions will lead to the Affiliate being terminated from the program and to forfeiture of any outstanding payments due.
4.1.4 The Affiliate shall not make any static copy of the Content or any part of the Homey Website (i...
