Gcars Covenants and Obligations Sample Clauses

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Gcars Covenants and Obligations 

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Related to Gcars Covenants and Obligations

• Covenants and Obligations The covenants and obligations of Seller in this Agreement shall have been performed in all material respects.

• Non-Performance of Other Covenants and Obligations Any Obligor shall default in the due performance and observance of any other agreement contained herein or in any other Loan Document executed by it, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender.

• Covenants and Agreements Performed Buyer shall have performed and complied with all covenants and agreements required by this Agreement, if any, to be performed or complied with by it on or prior to the Closing Date in all material respects.

• Other Covenants and Agreements (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence. (b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section 2(b) (y) the Shareholder is not making any representations or warranties with respect to the actions of any of the Company Related Parties, and (z) any breach by the Company of its obligations under the Merger Agreement shall not be considered a breach of this Section 2(b) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by it of this Section 2(b)). (c) The Shareholder acknowledges and agrees that Parent and the other Parent Parties are entering into the Merger Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, Parent and Merger Sub would not have entered into or agreed to consummate the transactions contemplated by the Merger Agreement. (d) The Shareholder hereby waives any rights of appraisal, including under Section 262 of the DGCL, or any other rights to dissent from the Merger that the Shareholder may have under applicable Legal Requirements. (e) At or prior to the Closing, the Shareholder shall duly execute and deliver to the Company and Parent the Eighth Amended and Restated Investor Rights Agreement of the Company, dated as of the date hereof, by and among the Company, the Shareholder and the other parties thereto substantially in the form attached hereto as Exhibit A.

• Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

• Expenses and Obligations Except as otherwise expressly provided in this Agreement, all costs and expenses incurred by the parties hereto in connection with the transactions contemplated by this Agreement shall be borne solely and entirely by the party that has incurred such expenses.

• Additional Rights and Obligations The author(s) (and their employers as applicable), hereby authorise the Publishers to take such steps as they consider necessary at their own expense in the copyright owner’s name and on their behalf, if they believe that a third party is infringing or is likely to infringe copyright or the rights granted to the Publishers herein in the Contribution without further recourse to the copyright owner(s). The Corresponding Author acknowledges that all versions of the Contribution, and any associated reviews and responses to those reviews, may be published if the Contribution is accepted for publication. The Publishers expressly agree to place the final published post-production Contribution for display on PMC (including their international mirror sites) promptly after publication without extra charge for this deposit to the authors or their employers (provided PMC does not charge the Publishers), which will include any Publisher supplied amendments or retractions. The author(s) acknowledge and accept that BMJ may make additional changes to the Contribution as considered necessary in accordance with standard editorial processes whether before or after publication. The Corresponding Author will usually see proofs for their Contribution and every effort will be made to consult with the Corresponding Author if substantial alterations are made. BMJ may also retract or publish a correction or other notice when it considers this appropriate for legal or editorial reasons and this shall be at its absolute discretion which shall be exercised reasonably.

• Non-Performance of Certain Covenants and Obligations The Borrower shall default in the due performance or observance of any of its obligations under Sections 6.01(a), (b), (c) and (e), Section 6.07, Section 6.11 or Article VII; or

• Party A’s Rights and Obligations 4.1 甲方应不晚于扣款日向/在其结算账户转账/存入等于（或不少于）存款资金的款项，并在起息日前的所有时间均确保并维持结算账户中有该等数额的款项。若因非乙方过错的任何原因，包括但不限于由于甲方的债权债务纠纷或任何原因导致结算账户被司法机关采取查封、冻结或支取等强制措施，甲方未能在起息日前的所有时间确保并维持结算账户中的存款资金数额的，本协议应立即解除并失效，但不影响甲方应承担的违约责任并向乙方赔偿全部损失的义务。 No later than the Trade Date, Party A shall transfer/deposit money equal to (or not less than) the full Deposit Amount to/in the Settlement Account and shall ensure that such amount of fund in the Settlement Account shall be held and maintained at all time until the Effective Date. Failure by Party A to do the same due to whatever reason other than Party B’s fault, including without limitation, the Deposit Amount being frozen, seized or taken, in whole or in part, with enforcement measures by judicial authority arising from its credits, debts dispute and/or whatsoever reason, shall cause this Agreement to be immediately and automatically ceased and this Agreement will be no longer to be in force and effect, and in such case, it shall be deemed that Party A breaches the terms of this Agreement and therefore shall be liable for all losses and damages suffered by Party B arising therefrom. 4.2 甲方授权乙方在扣款日对甲方结算账户扣划与存款资金相等数额的款项并转存至结构性存款标的下，该等操作无须经甲方另行同意或通知甲方。 On the Effective Date, Party A hereby authorizes Party B to deduct fund in the Settlement Account equal to the full Deposit Amount and transfer the same to be deposited under the Structured Deposit program without further consent from and notice to Party A. 4.3 甲方授权乙方在结算日或根据本协议第6.2 款的提前终止日（如适用）将结构性存款标的下的符合本协议第5.2 款数额的资金转入甲方的结算账户，该等操作无须经甲方另行同意或通知甲方。 On the Settlement Date or (as the case may be) the Early Termination Date (as specified in Clause 6.2), Party A hereby authorizes Party B to transfer fund so deposited under the Structured Deposit program to the Settlement Account without further consent from and notice to Party A. Provided that the fund to be transferred by Party B thereof shall be equal to the amount as specified in Clause 5.2. 4.4 在甲方签署本协议后的 24 小时（“冷静期”）内，甲方有权以乙方指定的方式通知乙方撤销结构性存款业务。若甲方在冷静期内行使撤销权的，本协议视为未生效，相关结构性存款业务不进行。冷静期结束后，甲方的撤销权立即自动完全失效。 Within 24 hours from the execution of this Agreement by Party A (“Cooling-off Party A’s right to withdraw/cancel the purchase of Structured Deposit shall be completely ceased. 4.5 除另有约定外，相关税费（若有）由甲方自行负担。 Unless otherwise specified, Party A shall bear all relevant taxes applicable to it (if any). 4.6 甲方对本协议及销售文件负有保密义务，未经乙方书面许可，甲方不得向任何组织、个人提供或泄露与乙方或本协议有关的任何业务资料及信息，法律及/或监管要求另有规定除外。 Party A shall keep confidential this Agreement and Ancillary Document. Without written approval from Party B, it shall not provide nor disclose to any organization or individual any business material and information relating to Party B and in connection with this Agreement, unless otherwise required by laws regulations and/or regulatory requirement. 4.7 甲方认可，产品说明书及所有销售文件的所有条款与条件符合其意图及要求，应得到甲方的完全遵守。 Party A accepts that all terms and conditions as provided in the Commercial Term and any relevant Ancillary Documents meet its intentions and requirements and it shall fully comply with all provisions hereof/thereof.

• Special Covenants and Agreements SECTION 5.1. COMPANY TO MAINTAIN ITS CORPORATE EXISTENCE; CONDITIONS UNDER WHICH EXCEPTIONS PERMITTED. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company hereby agrees that so long as any of the Bonds are insured by a Bond Insurance Policy issued by the Bond Insurer and the Bond Insurer shall not have failed to comply with its payment obligations under such Policy, in the event of a Reorganization, unless otherwise consented to by the Bond Insurer, the obligations of the Company under, and in respect of, the Bonds, the G&R Notes, the G&R Indenture and the Agreement shall be assumed by, and shall become direct and primary obligations of, a Regulated Utility Company such that at all times the obligor under this Agreement and the obligor on the G&R Notes is a Regulated Utility Company. The Company shall deliver to the Bond Insurer a certificate of the president, any vice president or the treasurer and an opinion of counsel reasonably acceptable to the Bond Insurer stating in each case that such Reorganization complies with the provisions of this paragraph. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger or consolidation, the Bonds will be defeased as provided in Article VIII of the Indenture. The Company need not comply with the provisions of the second paragraph of this Section 5.1 if the Bonds are redeemed as provided in Section 3.01(B)(3) of the Indenture or if the Bond Insurance Policy is terminated as described in Section 3.06 of the Indenture in connection with a purchase of the Bonds by the Company in lieu of their redemption.