Managers Undertakings. A manager's undertaking by the technical manager of the Vessels in the form as set out in Exhibit 4 - Form of Manager's Undertaking.
Managers Undertakings. Outside interests
8.1 Each Senior Manager severally agrees (in respect of himself only and not in respect of any other Senior Manager) with the Company (for itself and as trustee for each Group member) that:
(a) until such time as he is neither a director nor an employee of any Group member and save for part time offices and appointments disclosed by him in his Management Questionnaire, in the case of the Managers (other than Sxxxx Xxxxxx) he will devote his whole working time, attention and ability to the business and interests of the Group and in the case of Sxxxx Xxxxxx he will devote sufficient time in order for him to carry out his relevant duties as the chairman of the Company and as a non-executive director; and
(b) it or he has made its or his own investigations and appraisals into and assessment of the Group and, so far as he is aware, no Senior Manager, none of the Investors, Affiliate of the Investors or the Investor Representative has any liability to him or it in connection with its or his decision to enter into this Agreement and the transactions contemplated by this Agreement other than as expressly set out in this Agreement; and
(c) after he ceases to be either a director or employee of any Group member, he will not at any time represent himself or permit himself to be held out as being in any way connected with or interested (except as a shareholder if that is the case) in the Group or its businesses.
8.2 In order to protect the Confidential Information to which the Senior Managers have access as a result of their employment or engagement and to protect the business connections and other legitimate business interests of the Company and the Group members, subject to the provisions of clause 8.9, each Senior Manager severally agrees with the Company (for itself and as trustee for each Group member) that if he ceases to be an officer or employee of a Group member (the “Cessation”) he will not for a period of 12 months following such Cessation, less the duration of any period of suspension, restriction (including garden leave) or exclusion under the relevant Senior Manager’s Employment Agreement which immediately precedes the Cessation, on his own account or on behalf of any other person, directly or indirectly:
(a) carry on any Relevant Business in the Prohibited Area;
(b) in connection with any Relevant Business, canvass, solicit or approach a Relevant Supplier;
(c) in connection with any Relevant Business, deal with a Relevant Supplier;
(d)...
Managers Undertakings. 2.1 Notwithstanding anything to the contrary in the IMA, the Manager hereby agrees with KWE that during the Offer Period it will not, without the prior written approval of the Independent Committee, engage in any conduct or other activity specified in schedule 1 to this agreement or permit any of its Associates (as defined in the IMA) to do so.
2.2 During the Offer Period, the Manager undertakes immediately to make such arrangements (including by giving all necessary directions to Crestbridge Fund Administrators Limited or its affiliates, as the case may be) as are requested in writing by the INEDs to enable the Ring Fenced Executives to cause such payments as the Independent Committee may specify from time to time at its discretion to be made from any bank accounts of KWE or any other member of its Group.
Managers Undertakings. The Manager shall give such directions, approvals and instructions and make such requests, as and when desirable in order to facilitate the due and punctual performance by the Trustee of its obligations under the Project Documents and fully and properly do all acts, matters and things which, under or pursuant to the Trust Deed:
(a) it is obliged to do;
(b) are delegated to it; or
(c) it elects to do on behalf of the Trustee.
Managers Undertakings. The Manager undertakes to the Security Trustee when requested promptly to give to the Security Trustee:
(a) a copy of each custody audit relating to the Trust given under the Custodian Agreement;
(b) a copy of each Manager's Report given in relation to the Trust;
(c) each audit report issued by the Auditor in relation to the Trust; and
(d) a copy of each Trust Document and details and information relating to:
(i) the identity, and notice details of, each Support Facility Provider; and
(ii) the Secured Moneys owing to each Support Facility Provider. -------------------------------------------------------------------------------- Page 14 SECURITY TRUST DEED XXXXX XXXXX & XXXXXXX --------------------------------------------------------------------------------
Managers Undertakings. In issuing the contract the Manager shall be deemed to have undertaken:
1.13.1 That he / she is registered as an approved Manager with the Theatre Council.
1.13.2 That he is not in default to any Equity member under a contract issued by the London Theatre Council or the Theatre Council and that he is not knowingly connected (as an individual proprietor, partner, associate producer, corporate direct, officer, active shareholder or otherwise) with any defaulting Management: “Default” shall include but shall not be limited to cases where: • The Manager admits that he is in default • The Manager is in default by verdict of the courts or of the Theatre Council.
Managers Undertakings. Where a Ship is not subject to a bareboat charter and having regard to what is customarily obtained from a third party manager, the Borrower shall use reasonable efforts to procure that the manager of such Ship executes in favour of the Security Trustee a letter of undertaking whereby such manager shall notify the Security Trustee of any trade debt and outstanding management fees exceeding a certain threshold figure (to be negotiated and agreed with the manager) and whereby the manager agrees that following an Event of Default it shall if so requested by the Security Trustee hand over all documents and papers relating to such Ship and her Insurances then in the possession of the manager.
Managers Undertakings. The Managers hereby confirm their consent to the amendments to the Principal Agreement contained in this Deed and agree that:
8.2.1 the Managers’ Undertakings, and the obligations of the relevant Managers thereunder, shall remain and continue in full force and effect notwithstanding the said amendments to the Principal Agreement contained in this Deed and shall secure all sums due and payable under the Principal Agreement as amended by this Deed; and
8.2.2 with effect from the Effective Date references in the Managers’ Undertakings to the “Agreement” shall henceforth be reference to the Principal Agreement as amended by this Deed and shall also be deemed to include this Deed and the obligations of the Borrower thereunder and hereunder.
Managers Undertakings the relevant New Manager’s Undertaking in relation to the Vessel duly executed;
Managers Undertakings. The Manager undertakes to the Security Trustee when requested promptly to give to the Security Trustee:
(a) a copy of each custody audit relating to the Trust given under the Custodian Agreement;
(b) a copy of each Manager's Report given in relation to the Trust;
(c) each audit report issued by the Auditor in relation to the Trust; and
(d) a copy of each Trust Document and details and information relating to:
(i) the identity, and notice details of, each Support Facility Provider; and
(ii) the Secured Moneys owing to each Support Facility Provider.
