OBLIGORS' UNDERTAKINGS Sample Clauses

OBLIGORS' UNDERTAKINGS. The Obligors acknowledge that syndication of the Facilities will take place and undertake to take reasonable steps to assist and co-operate with the Agent in syndication by, among other things: (a) co-operating with site visits by the Lenders and persons invited by the Agent and/or any Lender to participate in the Facilities (each such person, a "PROPOSED SYNDICATE LENDER"); (b) participating in presentations to the Proposed Syndicate Lenders concerning the Group Companies and their activities; (c) using reasonable endeavours to obtain appropriate authorisations from the Auditors, other accountants, consultants and professional advisers to release for the benefit of the Proposed Syndicate Lenders any information addressed to any Finance Party; (d) refraining from making any statement, announcement or publication or doing any act or thing which is designed to obstruct syndication in any way; (e) providing the Proposed Syndicate Lenders with such information relating to the Group Companies and their activities as the Proposed Syndicate Lenders reasonably request; (f) assisting the Agent and each Lender in the preparation and review of any information which the Agent and/or a Lender reasonably requires for the purposes of syndication; (g) passing on to the Agent any enquiries received by them from potential Lenders; (h) agreeing to amendments to the Finance Documents of an administrative or technical nature or to correct typographical or clerical errors; and (i) instructing (at its cost) such additional diligence as may be requested by the Agent, a Lender or a Proposed Syndicate Lender.
Sample 1
AutoNDA by SimpleDocs
OBLIGORS' UNDERTAKINGS. 5.1 The undertakings in paragraph 5.2 below are agreed on the basis that they are intended only to apply on a temporary basis during the Extended Grace Period and may need to be revisited and put on a more permanent footing in connection with the Consensual Amendments, by way of an amendment and restatement of the Facilities Agreement (the “A&R”). The below undertakings shall apply in addition to and shall not waive or release any existing obligation binding on any Obligor under the Facilities Agreement. 5.2 The Company (for itself and as agent on behalf of each other Obligor) undertakes to the Agent on behalf of the Finance Parties that (save as the Agent may otherwise agree in writing on the instruction of the Majority Lenders): (a) the Company shall provide to the Agent by not later than 5:00p.m. (London time) on 17 April 2020 and thereafter, on Friday of each calendar week during the Extended Grace Period (or, if any given Friday is not a Business Day, not later than 5:00p.m. on the next following Business Day) a 13-week cashflow (including any variance to the first such cashflow projection provided by the Company to the Agent on 17 April 2020 (the “First Cashflow”)) which shall be approved by: (i) in respect of the First Cashflow, the CFO and the Chairman of the Company’s Audit Committee; (ii) in respect of each 13-week cashflow (other than the First Cashflow), the CFO; and (iii) in respect of the 13-week cashflows provided every other week, the Chairman of the Company’s Audit Committee; and be in form and substance satisfactory to the Agent (acting on the instruction of the Majority Lenders) (a “Weekly Budget”), as well as evidence reasonably satisfactory to the Agent (acting on the instructions of the Majority Lenders) to demonstrate performance against the previously provided Weekly Budget. Each Weekly Budget shall be provided together with a certificate from the CFO (substantially in the form set out in Part 1 (Form of CFO Cashflow Certificate) of Schedule 3 (Forms of Cashflow Certificates)) and, if applicable, a certificate from the Chairman of the Company’s Audit Committee (substantially in the form set out in Part 2 (Form of Chairman of the Company’s Audit Committee Cashflow Certificate) of Schedule 3 (Forms of Cashflow Certificates)) (or, in each case, such other form as agreed by the Company and the Agent (acting on the instructions of the Majority Lenders)) (each, a “Cashflow Certificate”). This Weekly Budget shall be in addition to, and sha...
Sample 1
OBLIGORS' UNDERTAKINGS. 43 13.2 Purpose.............................................................................43 13.3 Consents............................................................................
Sample 1
OBLIGORS' UNDERTAKINGS. 49 14.2 Negative pledge.....................................................................49 14.3 Senior Debt and guarantees..........................................................49 14.4 Disposals...........................................................................50 14.5 Loans and guarantees................................................................50 14.6 Equity yield........................................................................50 14.7 Shareholders' meetings..............................................................50 14.8 New share issues....................................................................50 14.9
Sample 1
OBLIGORS' UNDERTAKINGS. Save where stated otherwise, the Parent, in respect of itself and each other Group Member, and each Obligor in respect of itself only, undertakes with each of the Finance Parties that it will procure that the undertakings contained in clauses 13.2 to 13.22 are complied with throughout the Facility Period.
Sample 1
OBLIGORS' UNDERTAKINGS. The Obligors acknowledge that syndication of the Facilities will take place and undertake to take reasonable steps to assist and co-operate with the Agent in syndication by, among other things: (a) co-operating with site visits by the Lenders and persons invited by the Agent and/or any Lender to participate in the Facilities (each such person, a "PROPOSED SYNDICATE Lender"); (b) participating in presentations to the Proposed Syndicate Lenders concerning the Group Companies and their activities; (c) using reasonable endeavours to obtain appropriate authorisations from the Auditors, other accountants, consultants and professional advisers to release for the benefit of the Proposed Syndicate Lenders any information addressed to any Finance Party;
Sample 1
OBLIGORS' UNDERTAKINGS. (a) The Obligors agree to take reasonable steps to assist and co-operate with the Mandated Lead Arrangers, the Agent and the Original Creditors in Syndication by, among other things: (i) co-operating with a site visit by the banks and persons invited by the Agent, the Mandated Lead Arrangers or any Original Creditors to participate (in this Clause 25.8 only, together the Participants); (ii) participating (and ensuring its management will participate) in presentations to the Participants concerning the Group and its activities; (iii) providing the Participants with such information relating to the members of the Group and Luxco1 and their respective activities as the Participants may reasonably request; (iv) assisting in the preparation and review of the Information Memorandum; (v) passing on to the Agent any enquiries received by the Group from any Participants; and (vi) agreeing to amendments to the Finance Documents of a mechanical, administrative or technical nature or to correct typographical, clerical or manifest errors. (b) The Company and each other Obligor incorporated under the laws of Luxembourg, expressly accepts and confirms for the purposes of articles 1281 to 1278 of the Luxembourg civil code that, notwithstanding any assignment, transfer and/or novation made pursuant to this Agreement, the guarantee given by it guarantees all obligations of each the obligors and Guarantors (including without limitation, all obligations with respect to all rights and/or obligations so assigned, transferred or novated) and that any Security created to which it is a party shall be preserved for the benefit of any New Creditor.
Sample 1
AutoNDA by SimpleDocs

Related to OBLIGORS' UNDERTAKINGS

  • Borrowers’ Undertaking to Agent Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

  • GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

  • LICENSEE’S UNDERTAKINGS 7.1 The Licensee shall: 7.1.1 use reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so; 7.1.2 use reasonable efforts to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License; 7.1.3 use reasonable efforts to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; 7.1.4 issue passwords or other access information only to Authorized Users and use all reasonable efforts to ensure that Authorized Users do not divulge their passwords or other access information to any third party; 7.1.5 provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material. Should the Licensee make any significant change to such information, it will notify the Publisher not less than sixty (60) days before the change takes effect. 7.1.6 keep full and up-to-date records of all Authorized Users and their access details and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with access to the Licensed Materials as contemplated by this License; 7.1.7 use reasonable endeavours to ensure that only Authorized Users are permitted access to the Licensed Materials. 7.2 THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION TAKEN AGAINST THE PUBLISHER RELATED TO OR IN ANY WAY CONNECTED WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR AUTHORIZED USERS OR BY ANY FAILURE OF THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO THIS LICENSE. 7.3 The Licensee shall, in consideration for the rights granted under this License, pay the Fee upon receipt of an invoice. Licensee shall be solely liable for any taxes related to the Fee.

  • Enforceability and Severability The invalidity or enforceability of any term or provisions of this Agreement shall not, unless otherwise specified, affect the validity or enforceability of any other term or provision, which shall remain in full force and effect.

  • Partial Invalidity and Severability All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary to render this Agreement legal, valid and enforceable. If any terms of this Agreement not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining terms hereof shall constitute their agreement with respect to the subject matter hereof and all such remaining terms shall remain in full force and effect. To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid provision which will implement the commercial purpose of the illegal, invalid or unenforceable provision.

  • 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.

  • GENERAL UNDERTAKINGS The undertakings in this Clause 22 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.

  • Integration and Severability This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the Parties. The provisions of this Agreement are severable, and in the event any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

  • Replacements of Lenders Under Certain Circumstances (a) The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the actions described in such Section is required to be taken or (c) becomes a Defaulting Lender, with a replacement bank or other financial institution, provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and other amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date of replacement, (iv) the replacement bank or institution, if not already a Lender, and the terms and conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 13.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein) and (vi) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. (b) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that pursuant to the terms of Section 13.1 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then provided no Event of Default then exists, the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign its Loans, and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent, provided that (a) all Obligations of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and (c) the Borrower shall pay to such Non-Consenting Lender the amount, if any, owing to such Lender pursuant to Section 5.1(b). In connection with any such assignment, the Borrower, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 13.6.

  • Guarantee Limitations The limitations applicable to the Guarantees, as set forth in Section 209 of the Indenture, will apply to the Guarantees issued hereunder; provided, however, that any further limitations, or any amendments or modifications to such Guarantees or limitations thereon, shall be set forth in an additional supplemental indenture, in each case in accordance with the Indenture.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!