Guarantor Undertakings Clause Samples

Guarantor Undertakings. 16.1 The Guarantor gives the following undertakings in favour of Taiping which will remain in force from the date of this Guarantee and Indemnity for so long as any amount is outstanding under the Customer Agreement and (subject to any written waiver by Taiping, from time to time) acknowledges that Taiping relies on them: (a) the Guarantor will notify Taiping immediately in writing if any representation or warranty given by it in this Guarantee and Indemnity, or otherwise in connection with this Guarantee and Indemnity, is found to be materially incorrect, incomplete or misleading, or has become so with respect to current or new circumstances; (b) the Guarantor will obtain or maintain, and comply with, each authorisation required from time to time for the Guarantor to lawfully remain a party to this Guarantee and Indemnity, to perform all obligations hereunder and to allow those obligations to be enforced; (c) the Guarantor will provide to Taiping such further information about the Guarantor’s financial condition as Taiping may reasonably request from time to time; and (d) the Guarantor will not, without Taiping’s consent, do anything, or permit anything that is under its control to occur, that would have a Material Adverse Effect. 17.1 All information the Guarantor provides to Taiping in connection with this Guarantee and Indemnity must be correct, complete and not misleading. 17.2 The Guarantor must promptly notify Taiping if the Guarantor becomes aware that any information it has given changes, is incorrect or misleading. 17.3 If Taiping asks, the Guarantor must give Taiping any information about or documents in connection with: (a) this Guarantee and Indemnity; and (b) the Guarantor’s financial affairs. 17.4 All information or documents must be in the form Taiping requires and certified by the Guarantor or other relevant person identified by Taiping to be true and correct. 17.5 The Guarantor consents to Taiping periodically checking the Guarantor’s credit status with any credit bureau or credit reference agency in any relevant jurisdiction.
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Guarantor Undertakings. 11.2.1 The Guarantor undertakes to each Financing Party and each Hedging Bank that prior to the Completion Date, it shall unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees: (a) maintain a consolidated net worth equal to or greater than US$25,000,000, computed in accordance with United States GAAP; (b) maintain Current Assets in excess of Current Liabilities (as such terms are defined in its latest Accounts) by 1.1:1; (c) not incur any additional Indebtedness after the date of this Agreement in excess of US$5,000,000 outstanding at anytime; (d) own, directly or indirectly, 100% of the voting rights in the Borrower; and (e) provide to the Borrower such non-monetary support and assistance using its reasonable commercial efforts as is necessary for Completion to be achieved by the Target Completion Date provided that such support and assistance does not constitute a payment or performance guarantee and provided further that the Guarantor shall not be liable for any losses, costs, expenses, damages or other amounts arising from the failure to achieve Completion by the Target Completion Date, other than to the extent set out in the Guarantee. 11.2.2 The Guarantor undertakes to each Financing Party and each Hedging Bank that following the Completion Date and until expiry of the Security Period, it shall, unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees own at least 50.1% of the voting rights in the Borrower and provide to the Borrower such non-monetary support and assistance using its reasonable commercial efforts as is necessary for the Mining Operations to be conducted in a manner that would be expected of a professional, prudent operator of a mine of the size, location and characteristics comparable to the Project and in the manner and with the skill and care of a reasonable business man, provided that such support and assistance does not constitute a payment or performance guarantee and provided further that the Guarantor shall not be liable for any losses, costs, expenses, damages or other amounts arising from the failure of the Mining Operations to be so conducted. 11.2.3 The Parties acknowledge that the Guarantor intends to enter into certain transactions as contemplated in the "Agreement and Plan of Merger between Western Goldfields, Inc, Western Goldfields US Inc and Western Goldfieds Inc" (for the purpose of this Clause, the Merger Agreement) appended to the United States Securities ...
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Guarantor Undertakings. Until all of the Guaranteed Obligations have been unconditionally and irrevocably discharged, the Guarantor agrees that: (a) if the Seller is bankrupt, insolvent or in liquidation, the Guarantor will not prove in any such bankruptcy, insolvency or liquidation in competition with the Purchaser; (b) any security taken by the Guarantor from the Seller in consideration of this guarantee and any money received by the Guarantor by proving in the bankruptcy, insolvency or liquidation of the Seller, shall be held for the benefit of the Purchaser, to the extent necessary to satisfy any unpaid obligation of the Guarantor under this guarantee; and (c) if any payment received by the Purchaser from the Seller in relation to the Guaranteed Obligations is avoided or set aside on the subsequent bankruptcy, insolvency or liquidation of the Seller any amount received by the Purchaser and subsequently repaid shall not discharge or diminish the liability of the Guarantor for the Guaranteed Obligations and this Section 10 shall apply as if such payment had at all times remained owing by the Seller.
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Guarantor Undertakings 
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Related to Guarantor Undertakings

  • Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

  • Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.

  • Negative undertakings The Borrowers jointly and severally undertake with each Creditor that, from the date of this Agreement and so long as any moneys are owing under the Security Documents and while all or any part of the Total Commitment remains outstanding, they will not, without the prior written consent of the Agent (acting on the instructions of the Majority Banks): 8.3.1 Negative pledge permit any Encumbrance (other than a Permitted Encumbrance) to subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Indebtedness or other liability or obligation of any Relevant Party or any other person;

  • Financial Undertakings The Borrower will not enter into or remain liable upon, nor will it permit any Subsidiary to enter into or remain liable upon, any Financial Undertaking, except to the extent required to protect the Borrower and its Subsidiaries against increases in interest payable by them under variable interest Indebtedness.

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.