COVENANTS AND UNDERTAKINGS OF THE BORROWER Sample Clauses

COVENANTS AND UNDERTAKINGS OF THE BORROWER. The Borrower undertakes with the Lender that, from the date of this Loan Agreement and so long as any moneys are owing under this Loan Agreement, to comply with the following provisions, except as the Lender may otherwise permit in writing: 7.1 The Borrower undertakes to keep the Lender informed at all times of the expected date of delivery and the notices of the each Seller to the Borrower and to provide the Lender forthwith upon receipt with copies of all such notices. 7.2 The Borrower undertakes that it shall procure that no substantial change is made to the corporate structure of either Owner from that carried on at the date of this Loan Agreement. 7.3 The Borrower undertakes that it shall procure that no substantial change is made to the general nature of the business of either Owner from that carried on at the date of this Loan Agreement. 7.4 The Borrower undertakes that it shall not transfer, lease or otherwise dispose of and shall procure that neither Owner shall transfer, lease or otherwise dispose of all or a substantial part of its assets (including, without limitation, either MOA) whether by one transaction or a number of transactions, whether related or not. 7.5 The Borrower shall not and it shall procure neither Owner shall, whether by a document, by conduct, by acquiescence or in any other way (except as the Lender may otherwise permit in writing): (a) agree to a material change in any of the terms in the MOAs; (b) release, waive, suspend or subordinate or permit to be lost or impaired any interest or right forming part of or relating to any MOA; (c) waive any person’s breach of any of the MOAs; (d) rescind or terminate any of the MOAs or treat itself as discharged or relieved from further performance of any of its obligations or liabilities under any of the MOAs. 7.6 The Borrower undertakes that it shall procure that each Owner executes and, where applicable, registers on the Delivery Date of the Ship owned by it, the Mortgage and the General Assignment to which it is a party and that all conditions subsequent specified in Part B of Schedule 2 are satisfied.
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COVENANTS AND UNDERTAKINGS OF THE BORROWER. 9.1. The Borrower covenants and undertakes that the Borrower shall, so long as the Facilities or any part thereof are outstanding, and until full and final payment of the Indebtedness to the satisfaction of the Bank and unless the Bank waives compliance in writing: (a) utilise the Facilities only for the Purpose and for no other purpose whatsoever including investment in capital market/shares/debentures/mutual funds/purchase of gold in any form, including primary gold, gold buillion, gold jewellery, gold coins, units of gold exchange traded funds (ETF) and units of gold mutual funds or any illegal /speculative activity and provide to the Bank the end use certificate in relation thereto within 7 (seven) days of each/ the last utilisation date and/or as and when required by the Bank, from its statutory auditor/ chartered account as agreeable to the Bank; (b) repay the Facilities and interest thereon and all monies owing to the Bank hereunder, according to the terms thereof; (c) conduct business in compliance with all applicable laws, regulations, authorizations, licenses and consents; (d) properly keep such records, books of accounts as are required to be maintained under applicable law and the Transaction Documents and such accounts as are adequate to reflect truly and fairly the financial condition and results of operations of the Borrower. The Borrower shall not radically change its accounting systems without the prior written approval of the Bank; (e) notify the Bank of the occurrence of any event or the existence of any circumstances which constitutes or results in any declarations, representations, warranty, covenants or condition under this Agreement and/or the other Transaction Documents being or becoming untrue or incorrect in any respect; (f) promptly inform the Bank of any events, which have a Material Adverse Effect, within a period of two Business Days of happening of such events. (g) maintain insurances on and in relation to its business and Security with an insurance company(ies) against such risks and to such extent as is usual and appropriately prudent for companies carrying on the business such as that carried on by the Borrower; (h) deliver to the Bank: (i) copies of all documents issued by the Borrower to all its creditors (or any general class of them) at the same time as they are issued; (ii) such statements / information / accounts / records / reports / documents, financial or otherwise as may be required by the Bank from time to time ...
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COVENANTS AND UNDERTAKINGS OF THE BORROWER. 5.1 Till the Final Settlement Date, the Borrower hereby covenants and agrees to (i) promptly give written notice to the Lender in case of (a) any material circumstances affecting the ability of the Borrower to repay the Outstanding Obligations in the manner stipulated hereunder; (b) change in its office/residential address, change/ resignation/ termination / closure of employment/ profession /business or any other material change in relation thereto; (ii) do, perform and execute such acts, deeds, matters and things as the Lender may consider necessary to carry out the intent of the Financing Documents; (iii) confirm that the copies of the document submitted for the purpose of availing the Facility from the Lender are genuine and remain present at all times, reasonably called by the Lender for verification and or submission of originals of all such copies;
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COVENANTS AND UNDERTAKINGS OF THE BORROWER. 5.1. Till the Final Settlement Date, the Borrower hereby covenants and agrees (i) promptly give written notice to the Lender (a) any material circumstances affecting the ability of the Borrower to repay the Outstanding Obligations in the manner stipulated hereunder; (b) change in its address or any other material change in relation thereto; (ii) do, perform and execute such acts, deeds, matters and things as the Lender may consider necessary to carry out the intent of the Agreement and the Financing Documents; (iii) confirm that the copies of the document submitted for the purpose of availing the Facility from the Lender are genuine and remain present at all times, reasonably called by the Lender for verification and or submission of originals of all such copies; (iv) bear all costs of making good any deficit in stamp duty on the documents executed by the Borrower or any other Person in relation to the Financing Documents in favour of the Lender; (v) immediately deliver to the Lender all documents, including Xxxxxxxx’s account statements as may be required from time to time.
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COVENANTS AND UNDERTAKINGS OF THE BORROWER. Section 5.01. Execution and Registration of Deeds in General 85 Section 5.02. Affirmative Covenants 86 Section 5.03. Negative Covenants 87 ARTICLE VI 87 Section 6.01. Right to Act for PSPH 87 Section 6.02. Rights in Eminent Domain 88 Section 6.03. Unauthorized Sale and other Disposition of Assets 88 Section 6.04. Unauthorized Liens 88 Section 6.05. Events of Default 89 Section 6.06. Waiver of Redemption Right 89
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COVENANTS AND UNDERTAKINGS OF THE BORROWER. PSPH undertakes and agrees with IFC that throughout the continuance of this Mortgage Agreement and so long as any amount of the Secured Obligations remains outstanding, unless IFC otherwise agrees in writing, PSPH shall comply with its affirmative and negative undertakings as set forth in Article VI of the IFC Loan Agreement, all of which affirmative and negative undertakings are incorporated by reference herein as if fully set forth herein, in accordance with the terms thereof.
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COVENANTS AND UNDERTAKINGS OF THE BORROWER. The Borrower undertakes and covenants with the Bank, as far as applicable to it, as under:
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COVENANTS AND UNDERTAKINGS OF THE BORROWER. The Borrower undertakes with the Lender that, from the date of this Loan Agreement and so long as any moneys are owing under this Loan Agreement, to comply with the following provisions, except as the Lender may otherwise permit in writing: 7.1 The Borrower undertakes that it shall procure that no substantial change is made to the corporate structure of the Owner from that carried on at the date of this Loan Agreement. 7.2 The Borrower undertakes that it shall procure that no substantial change is made to the general nature of the business of the Owner from that carried on at the date of this Loan Agreement. 7.3 The Borrower undertakes that it shall not transfer, lease or otherwise dispose of and shall procure that the Owner shall transfer, lease or otherwise dispose of all or a substantial part of its assets whether by one transaction or a number of transactions, whether related or not. 7.4 The Borrower undertakes that it shall procure that the Owner executes and, where applicable, registers in accordance with the laws of the Xxxxxxxx Islands, the Mortgage, the Guarantee and the General Assignment.
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COVENANTS AND UNDERTAKINGS OF THE BORROWER. 5.1 Till the Final Settlement Date, the Borrower hereby covenants and agrees that (i) it shall conduct its business in compliance with applicable laws and regulations and to keep the Lender informed about major business developments as may occur from time to time; (ii) promptly give written notice to the Lender of (a) any dispute which might arise between the Borrower and any Person or any governmental body or authority relating to or concerning the business or the Securities; (b) any distress or execution being levied against the Securities; (c) any material circumstances affecting the ability of the Borrower to repay the Outstanding Obligations in the manner stipulated hereunder; (d) change in its address or any other material change in relation thereto; (iii) do, perform and execute such acts, deeds, matters and things as the Lender may consider necessary to carry out the intent of the Agreement and the Financing Documents; (iv) confirm that the copies of the document submitted for the purpose of availing the Facility from the Lender are genuine and remain present at all times, reasonably called by the Lender for verification and or submission of originals of all such copies;
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Related to COVENANTS AND UNDERTAKINGS OF THE BORROWER

  • Covenants of the Borrower SECTION 5.01.

  • Covenants of the Borrowers The Borrowers covenant and agree with the Lenders and the Administrative Agent that, so long as any Commitment, Loan or Letter of Credit Liability is outstanding and until payment in full of all amounts payable by the Borrowers hereunder:

  • Covenants of the Loan Parties Section 5.01 Affirmative Covenants 76 Section 5.02 Negative Covenants 80 Section 5.03 Reporting Requirements 86 Section 5.04 Financial Covenants 89

  • Representations of the Borrower The Borrower hereby represents and warrants to the Consenting Lenders that: (a) The execution and delivery of this Amendment are within the Borrower’s corporate or other powers and have been duly authorized by all necessary corporate or other action. (b) The Borrower (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite corporate power and authority to carry on its business as now conducted except where the failure to have the same would not reasonably be expected to have Material Adverse Effect and (c) is qualified to do business in, and (where such concept exists) is in good standing (or its equivalent, if any) in, every jurisdiction where such qualification is required except where the failure to be so qualified or to be (where such concept exists) in good standing (or its equivalent, if any) would not reasonably be expected to have a Material Adverse Effect. (c) This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (d) The execution and delivery of this Amendment by the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been, or will be by the time required, obtained or made and are, or will be by the time required, in full force and effect, (b) will not violate the Organizational Documents of the Borrower, (c) will not violate any Requirement of Law applicable to the Borrower, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower, except Liens permitted by Section 6.02 of the Existing Credit Agreement, except, in the case of clauses (c) and (d), for any such violations, defaults or rights that, would not reasonably be expected to have a Material Adverse Effect. (e) The representations and warranties contained in Article III of the Existing Credit Agreement are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 1 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date.

  • COVENANTS OF BORROWER Borrower agrees as follows:

  • AFFIRMATIVE COVENANTS OF THE BORROWERS Until such time as all amounts of principal and interest due to the Bank by a Borrower pursuant to any Loan made to such Borrower is irrevocably paid in full, and until the Bank is no longer obligated to make Loans to such Borrower, such Borrower (for itself and on behalf of its respective Funds) agrees: (a) To deliver to the Bank as soon as possible and in any event within ninety (90) days after the end of each fiscal year of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund for such fiscal year, as set forth in each applicable Fund's Annual Report to shareholders together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit as of the end of such fiscal year; (b) To deliver to the Bank as soon as available and in any event within seventy-five (75) days after the end of each semiannual period of such Borrower and the applicable Funds, Statements of Assets and Liabilities, Statements of Operations and Statements of Changes in Net Assets of each applicable Fund as of the end of such semiannual period, as set forth in each applicable Fund's Semiannual Report to shareholders, together with a calculation of the maximum amount which each applicable Fund could borrow under its Borrowing Limit at the end of such semiannual period; (c) To deliver to the Bank prompt notice of the occurrence of any event or condition which constitutes, or is likely to result in, a change in such Borrower or any applicable Fund which could reasonably be expected to materially adversely affect the ability of any applicable Fund to promptly repay outstanding Loans made for its benefit or the ability of such Borrower to perform its obligations under this Agreement or the Note; (d) To do, or cause to be done, all things necessary to preserve and keep in full force and effect the corporate or trust existence of such Borrower and all permits, rights and privileges necessary for the conduct of its businesses and to comply in all material respects with all applicable laws, regulations and orders, including without limitation, all rules and regulations promulgated by the SEC; (e) To promptly notify the Bank of any litigation, threatened legal proceeding or investigation by a governmental authority which could materially affect the ability of such Borrower or the applicable Funds to promptly repay the outstanding Loans or otherwise perform their obligations hereunder; (f) In the event a Loan for the benefit of a particular Fund is not repaid in full within 10 days after the date it is borrowed, and until such Loan is repaid in full, to deliver to the Bank, within two business days after each Friday occurring after such 10th day, a statement setting forth the total assets of such Fund as of the close of business on each such Friday; and (g) Upon the request of the Bank, which may be made by the Bank from time to time in the event the Bank in good faith believes that there has been a material adverse change in the capital markets generally, to deliver to the Bank, within two business days after such request, a statement setting forth the total assets of each Fund for whose benefit a Loan is outstanding on the date of such request.

  • Negative Covenants of the Borrower So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without the prior written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed.

  • Affirmative Covenants of the Borrower So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing:

  • Covenants of the Vendor 7.1 The Vendor hereby covenants that, during the Interim Period, the Vendor will, and will cause the Corporation to: (a) carry on the Business in the ordinary course and use its best efforts to preserve the assets, the Business and the clients, customers and suppliers connected therewith; (b) give the Purchaser, the Purchaser's Solicitors and the Purchaser's representatives full access during normal business hours to the properties, books, contracts, commitments and records of the Corporation; (c) furnish the Purchaser with all information concerning the affairs of the Corporation as the Purchaser may reasonably request; (d) do all things and cause all things to be done to ensure that all of the representations and warranties of the Vendor contained in this agreement remain true and correct throughout the Interim Period as if such representations and warranties were continuously made throughout such period; (e) not enter into any contracts, commitments or transactions pertaining to the Business, or incur any indebtedness, obligations or liability or make any payment in respect thereof, except in the ordinary course of business; (f) not incur any capital expenditures, or acquire or agree to acquire additional assets, or enter into any forward commitments for inventories, supplies or services (whether or not there are any contracts in writing with respect thereto), except in the ordinary course of business; (g) not increase the wages or salaries or any other form of remuneration, direct or indirect, of any of the employees, officers or directors of the Corporation; (h) not sell, agree to sell or otherwise dispose of any of the assets of the Corporation except in the ordinary course of business; (i) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business; (j) obtain all necessary consents and approvals to the transaction herein contemplated required pursuant to the terms of any leases, contracts or rights of the Corporation or to which it is a party or to which any of the property or assets may be subject to or bound; (k) not declare, pay or authorize dividends or other distributions on any shares of the Corporation or purchase or redeem any shares of the Corporation; (l) not amend the Articles (as defined in the Business Corporations Act (Ontario)) of the Corporation, amalgamate or merge with any other corporation, or issue any securities (as defined in the Business Corporations Act (Ontario)) or redeem or purchase any issued securities; (m) use their reasonable best efforts to ensure that the Corporation's bank operating line of credit from the Bank of Montreal shall remain in place with the Corporation immediately following the Closing Date, provided that Bank of Montreal fully releases any guarantees for that line of credit; and (n) not increase the Shareholder's Loan amount nor shall any Shareholder's Loan related payments be made by the Corporation to the Vendor prior to the Time of Closing. 7.2 The Vendor hereby covenants that, at the Time of Closing, the Vendor will: (a) furnish the Purchaser with a certificate of the Vendor stating that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) deliver to the Purchaser evidence reasonably satisfactory to the Purchaser's Solicitors that all necessary corporate authorizations authorizing and approving the transaction contemplated herein have been obtained in respect of the Corporation; (c) deliver to the Purchaser a written acknowledgement from the lessor of any leased premises, in a form reasonably satisfactory to the Purchaser's Solicitors, acknowledging that the lease in respect thereof is in good standing, that all rents, additional rents and other amounts due and payable by the Corporation pursuant to such lease have been paid in full to the Effective Date, and that the Corporation is not in breach of its obligations under such lease, together with the unconditional written consent of the said lessor to the sale of the Purchased Shares to the Purchaser, if required under the terms of such lease; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a "non-resident" of Canada within the meaning of the Income Tax Act (Canada); (e) provide the Purchaser with the favourable opinion of the Vendor's Solicitors in a form reasonably satisfactory to the Purchaser's Solicitors, acting reasonably: (i) as to the authorized and issued capital of the Corporation and the shareholder and shareholdings in the Corporation; (ii) that all issued and outstanding shares in the capital of the Corporation are issued and outstanding as fully paid and non-assessable; Page 38 of 75 - Share Purchase Agreement Initial ----------- (iii) that the Corporation has been duly amalgamated and organized and is a valid and subsisting corporation under the laws of the Province of Ontario; (iv) that all necessary actions and proceedings have been taken to authorize and permit the due and valid transfer of the Purchased Shares at the Time of Closing from the Vendor to the Purchaser; and (v) that this agreement has been duly executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor, enforceable against her in accordance with its terms (subject to bankruptcy laws and the availability of equitable remedies) and, to the knowledge of the Vendor's Solicitors, does not violate the provisions of any indenture or agreement to which the Vendor or the Corporation or either of them are a party or by which either of them are bound; (f) cause all necessary steps and proceedings as may reasonably be approved by the Purchaser's Solicitors to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (g) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 7.2(g) shall be approved at the Time of Closing; (h) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (i) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets; (j) deliver to the Purchaser a release executed by the Vendor with respect to all payroll and severance related obligations of the Corporation; (k) deliver and cause to be delivered to the Purchaser the Escrow Agreement, duly executed by the Vendor; (l) deliver and cause to be delivered to the Purchaser a release executed by Xxxx Xxxxx with respect to all obligations of the Corporation; (m) pay to the Corporation $273,884 for the purchase as of the Effective Date of the Cash Value Of Life Insurance and the respective insurance policy from the Corporation; Page 39 of 75 - Share Purchase Agreement Initial ----------- (n) deliver and cause to be delivered to the Purchaser a non-competition covenant from Xxxx Xxxxx in the form attached hereto as Schedule "7.2(n)"; (o) deliver and cause to be delivered to the Purchaser the New Lease between Alpen and the Corporation to become effective on September 1, 2004 (the day immediately following the last day of the Corporation's current lease agreement with Alpen); (p) pay all the non-arms length expenses, accounts payable and accrued liabilities of the Corporation, excluding any ordinary course lease payments and payroll related transactions, from the date of this Agreement to the Time of Closing, and release the Corporation from the obligation to repay the Vendor for these payments; and (q) shall release, and cause the Vendor's affiliates, including any of the Vendor's family that is or has been employed by the Corporation, or the Vendor shall indemnify the Purchaser and the Corporation from any and all severance obligations related to their employment by the Corporation, and any other contractual obligations of the Corporation to the Vendor and her affiliates. 7.3 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may, in the reasonable opinion of the Purchaser's Solicitors, be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser; (b) only discharge the Security Interests when the payments of Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2

  • CERTAIN NEGATIVE COVENANTS OF THE BORROWER The Borrower covenants and agrees that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any Bank has any obligation to make any Loans or the Agent has any obligations to issue, extend or renew any Letters of Credit:

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