Other Undertakings Clause Samples
The "Other Undertakings" clause sets out additional promises or obligations that a party agrees to fulfill beyond the main terms of the contract. These undertakings may include requirements such as providing regular reports, maintaining certain standards, or refraining from specific actions during the contract period. By specifying these supplementary commitments, the clause ensures that all parties are clear on their broader responsibilities, helping to prevent misunderstandings and supporting the smooth execution of the agreement.
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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 C...
Other Undertakings. A. The Borrower shall cause ACIF:
1. to carry out its operations and conduct its affairs in accordance with sound administrative, financial, technical, social, engineering, fiduciary, cultural property protection and environmental practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers; and
2. at all times to operate and to maintain all Project equipment and construction, and from time to time, promptly as needed, to make all necessary repairs and renewals thereof, all in accordance with sound administrative, financial, technical, social, engineering, fiduciary, cultural property protection and environmental practices.
(a) The Borrower shall comply with the fiscal indicators acceptable to the Bank which are set forth in the Operational Manual.
(b) The Borrower shall: (i) not later than sixty calendar days after the end of each calendar semester during Project implementation (starting with the report due in February 2007), prepare and furnish to the Bank a report, acceptable to the Bank, concerning the Borrower’s compliance with the fiscal indicators mentioned in (a) herein; and (ii) not later than sixty calendar days after the presentation of each of said reports, review with the Bank the pertinent report.
C. The Borrower shall establish adequate mechanisms and/or undertake the appropriate actions to maintain compliance, at least during Project implementation, with the provisions of the Fiscal Responsibility Law so as to achieve fiscal sustainability. The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date (“Installment Share”). If the proceeds of the Loan have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined by the Bank by multiplying: (a) Withdrawn Loan Balance as of the first Principal Payment Date; by (b) the Installment Share for each Principal Payment Date, such repayable amount to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. On each May 15 and November 15 Beginning November 15, 2012 through May 15, 2019 6.67% On November 15, 2019 6.62%
Other Undertakings. A. No later than twelve (12) months after the Effective Date, or such later date as may be agreed upon by the Recipient and the Association, the Recipient shall have reviewed the performance of Postal Corporation of Kenya as a Payment Service Provider, developed a strategy for the payment of Cash Transfers under the Project after the date of the review and agreed with the Payment Service Provider(s) on the implementation of such strategy.
B. No later than eighteen (18) months after the Effective Date, or such later date as may be agreed upon by the Recipient and the Association, the Recipient shall have: (i) reviewed the Impact Evaluation Report prepared by Oxford Policy Management with respect to the implementation of the pilot of the second phase of the Program, and (ii) prepared an action plan for the implementation of the recommendations contained in said Impact Evaluation Report, in form and substance satisfactory to the Association and the Recipient.
C. The Recipient shall cause periodic internal audits of the Program to be carried out by the Internal Audit Department of the Recipient’s ministry responsible for finance, covering a first period between the first disbursement under this Agreement and June 30, 2009 and thereafter, each six month period from January 1 to June 30 and from July 1 to December 31 each year, starting on July 1, 2009 until the completion of the Project.
D. No later than twenty-four (24) months after the Effective Date, or such later date as may be agreed upon by the Recipient and the Association, the Recipient shall carry out a mid-term review of the Project, covering the progress achieved in the implementation of the Project. The Recipient shall prepare, under terms of reference satisfactory to the Association, a report integrating the results of the monitoring and evaluation activities performed pursuant to this Agreement and, on the progress achieved in the carrying out of the Project during the period preceding the date of such report. Such report shall also set out the measures recommended to ensure the efficient carrying out of the Project and the achievement of the objective of the Project during the period following such date. Such report shall be furnished by the Recipient to the Association three (3) months before the beginning of such mid-term review of the Project, or on such other date agreed upon with the Association in writing. After assessment and evaluation by the Association, the Recipient and the Association...
Other Undertakings. 1. The Recipient, through the CPMU and no later than September 30, 2010, shall prepare and submit to the Association for its review at least two (2) packages of bidding documents and technical specifications of medical equipment for district hospitals listed in the first eighteen (18) month Procurement Plan and to be acquired under International Competitive Bidding procedure, and shall finalize said documents and specifications taking the Association’s comments into account.
2. The Recipient, through the CPMU, shall prepare and submit to the Association for its review: (a) no later than June 30, 2010, architectural designs for the construction of District Preventive Health Centers listed in the first eighteen (18) month Procurement Plan; and (b) no later than December 31, 2010, at least 10 packages of bidding documents for the construction of District Preventive Health Centers listed in the first eighteen (18) month Procurement Plan, and shall finalize said documents and specifications taking the Association’s comments into account. The procedure to be followed for National Competitive Bidding shall be those set forth in Article 18 on Open Bidding of the Law on Procurement 61/2005/QH11 dated November 29, 2005, Law 38/2009/QH12 dated June 19, 2009 on Amending and Supplementing a Number of Articles of Laws Concerning Capital Construction Investment, and Decree 85/2009/ND-CP, Guiding Implementation of Law on Procurement and Selection of Construction Contractors under the Construction Law dated October 15, 2009 (collectively, “National Procurement Laws”) with due consideration to economy, efficiency and transparency as set forth in, and broad consistency with, Section I of the “Guidelines for Procurement under IBRD Loans and ▇▇▇ Credits” published by the Association in May 2004 and revised in October 2006 (the “Guidelines”) and required by paragraphs 3.3 and 3.4 of the Guidelines. Whenever any procedure in the National Procurement Laws is inconsistent with the requirements of said paragraphs 3.3 and 3.4 of the Guidelines, the latter shall prevail, including the following:
1. The eligibility of bidders shall be as defined under Section I of the Guidelines; accordingly, no bidder or potential bidder shall be declared ineligible for contracts financed by the Association for reasons other than those provided in Section I of the Guidelines. Foreign bidders shall be eligible to participate in bidding under the same conditions as national bidders. In particular, no d...
Other Undertakings. Seller hereby covenants or represents, as applicable, as of the Settlement Date and, where specifically indicated, the Agreement Date, that:
(i) as of the date hereof it will not grant, and has not granted, any liens on the Participations other than the lien provided herein or under the Seller Financing Agreement;
(ii) it shall maintain the necessary service providers and have sufficient funds to pay for the expenses related to elevating each of the Participations, to continue its existence and to effect the duties and obligations of Seller as provided herein, in each case until the termination of this Agreement in accordance with Section 15 and/or Section 16 of the Standard Terms;
(iii) [Reserved];
(iv) The Loans, the Commitments and the Transferred Rights have been, upon payment of the Purchase Price, released from the lien of the Administrative Agent under the Seller Financing Agreement and the Seller will cause all Distributions to be paid to the account of the Buyer within one Business Day of receipt thereof;
(v) Other than as granted to the Buyer and as released by the Administrative Agent on the date of this Agreement, there is no charge, pledge or lien or other security interest in any Loan or Participation subject to this Agreement;
(vi) The Purchase Price paid by Buyer to Seller for the Participation represents the amount agreed to by the Buyer and the Seller as of the date of determination thereof;
(vii) [Reserved];
(viii) (i) Seller has not instituted, and Seller does not have pending against it, a proceeding seeking a judgment of its insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights; and Seller does not have a petition presented for its winding-up or liquidation; (ii) Seller has not and will not sell the Participation or otherwise transfer an interest in the Loans in contemplation thereof or to prevent the application of its assets in the manner described in the Bankruptcy Code or any other applicable insolvency law, and (iii) Seller is not selling the Participation to Buyer with an intent to hinder or delay payment to or defraud the creditors of Seller;
(ix) There are no agreements, arrangements or understandings, written or otherwise, with respect to the Loans or the Transferred Rights, other than the Transaction Documents, the Contribution Agreement, the Distribution and Contribution Agreement, the Multilateral Agreement and this Agreement;
(x) Seller does no...
Other Undertakings. The Borrower shall take note of the Bank’s group statement on tax fraud, tax evasion, tax avoidance, aggressive tax planning, money laundering and financing of terrorism (as published on the Bank’s website and as may be amended from time to time).
Other Undertakings. Tenant shall take such actions and execute and deliver such documents, including the New Lease and new or amended Memorandum(s) of Lease and, if requested by Landlord, an amendment to this Master Lease, as are reasonably necessary and appropriate to effectuate fully the provisions and intent of this Section, and as otherwise are appropriate or as Landlord or any title insurer may reasonably request to evidence such removal and new leasing of the Removal Properties, including memoranda of lease with respect to such New Leases and amendments of all existing memoranda of lease with respect to this Master Lease and an amendment of this Master Lease.
Other Undertakings. No later than three (3) months after the Effective Date, or such later date as agreed in writing by the Association, the Recipient shall have recruited and signed under contract an external auditor for the Project, with terms of reference, qualifications and experience satisfactory to the Association. No later than twenty-four (24) months after the Effective Date, or such later date as may be agreed upon in writing by the Recipient and the Association, the Recipient and the Association shall carry out a mid term review of the Project, covering the progress achieved in the implementation of the Project. The Recipient shall prepare under terms of reference satisfactory to the Association, and furnish to the Association three (3) months prior to the beginning of such mid term review of the Project, or such other date as may be agreed in writing by the Association, a report integrating the results of the monitoring and evaluation activities performed pursuant to this Agreement, on the progress achieved in the carrying out of the Project during the period preceding the date of such report, and setting out the measures recommended to ensure the efficient carrying out of the Project and the achievement of the objectives of the Project during the period following such date. No later than twenty four (24) months after the Effective Date, or such later date as may be agreed upon in writing by the Recipient and the Association, the Recipient shall have designed a national framework for supporting city development, in form and substance satisfactory to the Association, including inter alia: (i) a draft law on public contracts management and delegation (maîtrise d’ouvrage publique), (ii) a global framework for the provision of assistance to local authorities, and (iii) a mechanism of mobilizing and transferring financial resources to Municipalities. No later than twenty-four (24) months after the Effective Date, or such later date as may be agreed upon in writing by the Recipient and the Association, the Recipient shall assess the improvement of the Targeted Institutions’ capacities in the area of procurement. On each May 15 and November 15 commencing November 15, 2018 to and including May 15, 2028 1% commencing November 15, 2028 to and including May 15, 2048 2% * The percentages represent the percentage of the principal amount of the Credit to be repaid, except as the Association may otherwise specify pursuant to Section 3.03 (b) of the General Conditions.
Other Undertakings. 1. The Project Implementing Entity shall:
(a) maintain the KPLC Project Account, until the completion of the Project, in a commercial bank acceptable to the Association for purposes of the Project, on terms and conditions satisfactory to the Association;
(b) replenish said account from its own resources sufficient to cover the portion of counterpart financing requirements for which the Project Implementing Entity is responsible for under the Project financing plan and which are projected to be made under the Project in the three months succeeding; and
(c) ensure that the funds deposited into the said account in accordance with paragraph (b) of this Section shall be used exclusively to finance Eligible Expenditures under the Project.
2. The Project Implementing Entity shall enter into an amended and restated subsidiary agreement (“Subsidiary Loan Agreement”) with the Recipient under terms and conditions approved by the Association, which shall include the following: (i) repayment of principal in 20 years including a grace period of 5 years; (ii) the payment of interest at the rate of four and one half percent (4.5%) per annum; and (iii) the principal amount of the Project Implementing Entity’s subsidiary loan repayable by the Project Implementing Entity, being the equivalent in dollars of the currency or currencies withdrawn from the Credit Account in respect of the Categories mentioned in Section 3.01 of the Financing Agreement, such equivalent to be determined as of the date or respective dates of repayment.
3. Except as the Recipient in consultation with the Association shall otherwise agree, the Project Implementing Entity shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any of its provisions.
4. On or about April 28, 2010 or any other date agreed with the Association, the Project Implementing Entity shall undertake in conjunction with the Association, the Recipient and the Co-financiers a comprehensive mid-term review of the Project during which it shall exchange views generally on all matters relating to the progress of its Respective Part of the Project, performance of its obligations under this Agreement and having regard to the performance indicators referred to in Section II. A.1 (b) of the Schedule to this Agreement.
5. Except as the Association shall otherwise agree, the Project Implementing Entity shall, for each of its fiscal years starting in FY2008/09 and in each succeeding fiscal year: (i) produce funds from inter...
Other Undertakings. The Project Implementing Entity shall prior to the commencement of each Fiscal Year submit in form and substance satisfactory to the Association a consolidated annual work plan for the subsequent year. Any such work plan, shall include inter alia an updated procurement plan and budget proposal for project activities in accordance with the PIP.