Obligor Covenants. Obligor covenants and agrees for the benefit of each other party hereto (unless Lenders shall have otherwise waived in writing compliance herewith in accordance with Section 10.2 hereof) during the term of this Agreement as follows:
(a) it shall furnish Obligees and Lenders (i) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of Obligor, a copy of the consolidated balance sheet of Obligor and its consolidated Subsidiaries as at the end of such year and the related consolidated statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on, without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by an independent certified public accountants of nationally recognized standing, and (ii) as soon as available, but in any event not later than forty-five (45) days after the end of each of the first three quarterly periods of each fiscal year of Obligor, the unaudited consolidated statements of income and retained earnings and of cash flows of Obligor and its consolidated Subsidiaries for such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, disclosed therein).
(b) it shall furnish each Obligee and the Agent (i) concurrently with the delivery of the financial statements referred to in Section 6.6(a)(i) hereof, a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Equipment Agreement Default or Equipment Agreement Event of Default, except as specified in such certificate, (ii) concurrently with the delivery of the financial statements referred to in Sections 6.6(a)(i) and (ii), a certificate of a Responsible Officer stating that, to the best of such officer’s knowledge, Obligor during such period has observed or performed all of its covenan...
Obligor Covenants. Each Obligor and the Guarantor hereby covenants and undertakes with the Banks, the Agent and Security Trustee that, from the date hereof and so long as any principal, interest or other monies are owing in respect of this Agreement and the Security Documents or any of them:
Obligor Covenants. 91 Section 5.2
Obligor Covenants. Each Obligor hereby covenants and agrees with Lender that:
Obligor Covenants. Grantor shall not withhold or deduct any amounts payable to Grantee pursuant to this Royalty Agreement excluding amounts required to be withheld in respect of United States taxes. If, for whatever reason, Grantor is required to withhold, deduct, or pay taxes respecting any amounts due, payable, or paid to Grantee under this Royalty Agreement, then Grantor shall advise Grantee of such obligation and shall use commercially reasonable efforts to cause Grantee to receive net amounts as close as possible to those contemplated hereby.
Obligor Covenants. During the term of the Option, Obligor agrees not to cause or permit to exist any Dilutive Event or to issue any membership or other equity interest or make any payments (in cash or property) of any kind in respect of or in redemption or repayment of any such interest.
Obligor Covenants. From and after the Closing Date and continuing so long as any amount remains unpaid on any Note:
Obligor Covenants. 4.1 Each Obligor agrees to the conditions and covenants set forth below:
(A) that the Borrower continues to deliver Compliance Certificates (with a copy to each other Secured Creditor Representative) in accordance with the requirements of the CTA (whether or not such Compliance Certificates are Complying Compliance Certificates) until the End Date, and (B) that the Borrower delivers to the Security Trustee (with a copy to each other Secured Creditor Representative) a Complying Compliance Certificate in respect of the twelve month period ending on 31 December 2022; that the Borrower will hold, on one occasion in each remaining quarter until the End Date, a conference call with the Secured Creditors in order to update them in relation to the business, performance and strategy of the Group during the COVID-19 Pandemic including (without limitation) a discussion of the liquidity position of the Group (Conference Call) (and together with paragraph (iii) below, the Additional Information Covenant). The Borrower shall notify the Secured Creditors of the date for the Conference Call not less than fifteen Business Days prior thereto; that the Borrower shall deliver to each Secured Creditor Representative five Business Days prior to each Conference Call, a certificate signed by a director or the chief financial officer of the Borrower in substantially the form contained at Schedule 1 (the Quarterly Update Certificate). A Secured Creditor may reasonably request the Quarterly Update Certificate contain additional information, provided that such request is made in writing to the Obligors on or prior to the tenth Business Day prior to the Conference Call; the Borrower shall ensure that:
(i) on each Liquidity Test Date to and including the End Date, the Liquidity available to the Group on such Liquidity Test Date, is for the six month period commencing on such Liquidity Test Date (Liquidity Period) sufficient to meet the Projected Liabilities of the Group (Minimum Liquidity Test);
(ii) On each Liquidity Reporting Date (other than the Liquidity Reporting Date in respect of the End Date to which paragraph (B) of that definition applies), the Borrower shall deliver to each Secured Creditor Representative a Minimum Liquidity Certificate; For the purposes of Clause 3.1(d) above:
(i) operating expenditure (including staff costs and external costs of the Group); (ii) anticipated Capital Expenditure; (iii) Working Capital; (iv) Consolidated Net Finance Charges (v) principal amou...
Obligor Covenants. Each Obligor:
(a) shall promptly deliver, or cause to be delivered, to the Trustee:
(1) from time to time statements and schedules further identifying and describing the Collateral required for purposes of perfection (to the extent required hereunder) as the Trustee, the Required Holders or the Required Other Secured Lenders may reasonably request, all in reasonable detail; and
(2) copies of any and all financing statements, continuation statements and other instruments made and filed by or on behalf of any Obligor with respect to the Collateral.
(b) with respect to any Deposit Account or Securities Account maintained by a depository institution other than the Trustee (other than any Account), and as a condition to the establishment and maintenance of any such Deposit Account or Securities Account, such Obligor, the depository institution and the Trustee shall execute and deliver an Account Control Agreement which provides, among other things, for the depository institution’s agreement that it will comply with instructions originated by the Trustee directing the disposition of the funds in the Deposit Account or Securities Account for so long as the Specified Conditions remain in effect without further consent by such Obligor;
(c) shall not take any action that would, or fail to take any action if such failure would, impair in any manner the enforceability of the Trustee’s security interest in and Lien on any material Collateral (subject to the Permitted Liens); and
(d) if any Obligor or the Trustee is, in respect of any payment, required under this Agreement to withhold or deduct any amount for or on account of any Tax of a Taxing Jurisdiction, the Obligors shall promptly upon obtaining actual knowledge thereof (1) give written notice of that fact to the Trustee as soon as the Obligors become aware of the requirement to make the withholding or deduction and shall give to the Trustee such information as the Trustee shall require to enable it to assess and comply with the requirement and (ii) indemnify the Trustee in accordance with the terms of the Note Purchase and Participation Agreement for any such withholding.
Obligor Covenants. 7.1 In respect of Warrants governed by English law, the Issuer and, where the Issuer is CGMFL, the CGMFL Guarantor each hereby covenants in favour of each Warrantholder that each Warrantholder is entitled to exercise and enforce in respect of each Warrant held by him, the rights and obligations attaching to the relevant Warrant as set out in, and subject to, this Agreement and the applicable Issue Terms and the Conditions attached to the Global Warrant representing the Warrants.
7.2 Each of CGMHI in the context of Rule 144 Global Warrants and Combined Global Warrants issued by it, and the CGMFL Guarantor in the context of Rule 144 Global Warrants and Combined Global Warrants issued by CGMFL undertakes that, during any period when it is not subject to and in compliance with the reporting requirements of Sections 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and it is not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, it will provide to each holder or beneficial owner (a “Holder”) of Warrants offered and sold in reliance on Rule 144A (or that may be transferred in reliance on Rule 144A), to each prospective purchaser (as designated by such Holder) and to the relevant Manager, upon the request of such Holder, prospective purchaser or relevant Manager, the information required to be provided pursuant to Rule 144A(d)(4) under the Securities Act and will otherwise comply with the requirements of Rule 144A(d)(4) under the Securities Act. CGMHI and the CGMFL Guarantor each hereby covenants in favour of each Warrantholder that any such Warrantholder is entitled to enforce in respect of each Warrant held by it the undertaking contained in this Clause 7.2.
