PARENT UNDERTAKINGS. The Parent undertakes by its counter-signature of this letter to:
5.1 procure that no issuer of NTL Group Notes (or any party on such issuer's behalf) at any time purchases or buys-back any of the NTL Group Notes issued by it or by any other member of the Group;
5.2 procure that no member of the Group which is a Guarantor as at the date of this letter resigns as a Guarantor;
5.3 provide to the Agent (in sufficient copies for all Banks, if the Agent so requests) a 13 week rolling cash flow forecast for the UK Group (the "FORECAST") which shall be updated by the Borrower and provided to the Agent on a fortnightly basis (the first Forecast to be delivered pursuant to this paragraph 5.3 shall be delivered by the Borrower to the Agent on 5 March 2002). Each Forecast shall be in substantially the same form as the pro forma Forecast agreed by and delivered to the Agent prior to the date hereof and shall include details of cash balances for members of the Group in substantially the same form as that information appears in, and in respect of the same members of the Group as, the aforementioned pro forma Forecast;
5.4 supply or otherwise make available to the Co-Ordinators an index of any information relating to the Parent or the UK Group or any member of the UK Group which is provided to the Noteholders (or any of them) by any member of the Group where such information is materially different from any information which has been provided to the Co-Ordinators and/or the Steering Committee and/or the Agent and/or the Banks. If requested by the Co-Ordinators, the Parent shall make such aforementioned information available to the Co-Ordinators on the same basis as such information is made available to the Noteholders PROVIDED THAT the Co-Ordinators have first signed a confidentiality undertaking in favour of the Parent in a form acceptable to the Parent (acting reasonably);
5.5 provide to the Co-Ordinators copies of:
5.5.1 any material term sheets sent by any member of the Group to the Noteholders (or any of them) and/or any of their advisors and which relate to the Proposed Recapitalisation; and
5.5.2 any material comments sent by any member of the Group to the Noteholders (or any of them) and/or any of their advisors on any material term sheets which relate to the Proposed Recapitalisation;
5.6 ensure that any material term sheets sent by any member of the Group to the Noteholders (or any of them) and/or any of their advisors and which relate to the Proposed Recapital...
PARENT UNDERTAKINGS. 20.1 On and from Completion, the Shareholders will ensure that:
(a) the members of the VIP Group (other than the Wind Group) do not require any payment of any fee, and any obligation to pay a fee is waived for the provision of a Wind Parent Guarantee in respect of the period on and from Completion; and
(b) the members of the HET Group (other than the 3 Italia Group) do not require any payment of any fee, and any obligation to pay a fee is waived for the provision of a 3 Italia Parent Guarantee in respect of the period on and from Completion.
PARENT UNDERTAKINGS. Without limiting in any way Section 9.13 of this Agreement, Parent agrees to cause each of U.S. Purchaser and Canadian Purchaser to perform any and all agreements, covenants and obligations of such Purchaser and any of its Subsidiaries under this Agreement and each of the Ancillary Agreements.
PARENT UNDERTAKINGS. 3.1 The Parent agrees with and undertakes to the Subsidiary in the terms set out in Part 1B of the Schedule. The Parent confirms that the Subsidiary shall manage the day to day affairs of the Subsidiary subject to the provisions of this Agreement.
3.2 Notwithstanding that the Parent has the absolute constitutional right to approve or remove any person on the Subsidiary’s Board, the Parent confirms that it shall only exercise that right where, having had regard to the interests of the Group, which shall include the interests of the Subsidiary, the Parent (acting reasonably) is satisfied that, in the circumstances, the exercise of such right is required. Without prejudice to the foregoing, circumstances in which the Parent would consider exercising such step in rights would include, but are not limited to:
3.2.1 Where the Parent (acting reasonably) considers that any such person (acting alone or together with other persons):
(a) has failed to comply in any material respect with any Group Policy applicable to the Subsidiary or the terms of this Agreement and such failure has been or would in the opinion of the Parent (acting reasonably) be likely to have a material adverse effect upon the business, assets, reputation and / or operations of the Group;
(b) has brought any part of the Group into disrepute or has acted in a manner which is materially prejudicial to any part of the Group;
(c) has failed to comply in any material respect with its constitution, Group Code of Conduct or responsibilities as set out in the Schedule; or
(d) has caused the Subsidiary to fail in any material respect to be in compliance with its agreed Budget or Business Plan, as applicable, or to be in a position where the Subsidiary either is, or is likely to become, unable to meet its debts as they fall due; or
3.2.2 where:
(a) the Subsidiary is insolvent or any enforcement action is being taken against it, or has been threatened, by any third party;
(b) the Parent has a reasonable concern as to the long term financial viability of the Subsidiary or its ability to meet its contractual obligations as they fall due as a consequence of the actions of the Subsidiary’s Board or the actions of any member of such Subsidiary’s Board;
(c) the Regulator (or any successor regulatory authority) or any other regulatory authority -
(i) issues an adverse (in the Parent's opinion, acting reasonably) supervisory or regulatory report, or
(ii) takes regulatory action, or exercises statutory powers, agains...
PARENT UNDERTAKINGS. The Parent undertakes that at all times from the date of this Agreement up to the Financial Closing Date it shall:
23.21.1 exercise such voting and other rights as it may have under the Project Documents or otherwise for the purposes of ensuring that the Project is (and the Huntington Petroleum Field comprised therein) are at all times explored, developed, exploited and/or operated in a reasonable and prudent manner and in accordance with good oil industry practice and all applicable laws and regulations;
23.21.2 exercise such voting and other rights as it may have under the Project Documents, the project documents relating to the Fulmar Petroleum Field or otherwise for the purposes of ensuring that all material Authorisations that are required for the use, possession, ownership, exploration, development, construction, operation, and/or exploitation of the Development Asset (and the Petroleum fields comprised therein) as contemplated by the then current Projection, the Finance Documents, the Project Documents that have been provided to the Lenders and the Monthly Report most recently delivered to the Facility Agent have been obtained, complied with and maintained in full force and effect;
23.21.3 vote against, and not agree to, any proposal or decision to abandon all or any material part of the Project (or the Huntington Petroleum Field comprised therein) prior to the anticipated Abandonment Date for the Project included in the then current Projection;
23.21.4 not exercise its rights on any operating, management or similar committee in a manner that would be materially prejudicial to the interests of any Finance Party under the Finance Documents;
23.21.5 maintain full and proper technical and financial records in relation to the Development Asset (including each of the Project and (prior to the occurrence of Fulmar Disposal) the Fulmar Project), and use all reasonable endeavours to ensure that the Facility Agent, the Technical Banks, the Modelling Bank and/or any person nominated by the Facility Agent, the Technical Banks or the Modelling Bank (each a "relevant party") are afforded reasonable access to all such records, and any (provided the relevant party complies with all relevant safety and standard operator requirements for visitors before such site visit) site connected with the Development Asset (including each of the Project and (prior to the occurrence of Fulmar Disposal) the Fulmar Project), during normal business hours on reasonable notice;
23.21...
PARENT UNDERTAKINGS. With a view to inducing the Beneficiaries to enter into the Transaction Documents, the Parent undertakes with the Beneficiaries as follows as from the date of this Agreement and until no obligation of any Supported Party remains outstanding under any Transaction Document to which it is a party:
(a) to take all appropriate measures in order for the Supported Parties to have inter alia the human and financial resources, the technical and information technology means necessary to enable them at all times to meet all their obligations in all material respects in a timely and efficient manner under the Transaction Documents to which they are parties, including without limitation in respect of the management, the servicing and the collection of the Transferred Receivables or in respect of the payment of any sum whatsoever required to be paid by any of the Sellers or the Servicer under the Transaction Documents; and
(b) to inform the Beneficiaries as soon as the Parent is aware of the same of the existence of any fact:
(i) the nature of which, in the reasonable opinion of the Parent is likely to materially compromise the performance by any Supported Party of its obligations under any Transaction Document to which it is a party; or
(ii) which, in the reasonable opinion of the Parent, may lead to the conclusion that any Supported Party is insolvent. The Parent acknowledges and agrees that entry into this Agreement in favour of the Beneficiaries, are essential conditions for the Beneficiaries to have entered into the Transaction Documents. 10 DeltaView comparison of iManageDeskSite://LONDON/Legal/1326130/11 and iManageDeskSite://LONDON/Legal/1326130/22. Performed on 17/12/2007.
PARENT UNDERTAKINGS. (a) The Parent shall provide full cooperation with all actions in connection the Initial Public Offering and any Demand Registration or Piggyback Registration including, without limitation, all necessary filings, agreements, actions, and undertakings.
(b) The Parent shall, and shall cause any of its Affiliates that are parties to the Shareholders Agreement to, agree to any amendment to the Shareholders Agreement necessary to give effect to the provisions of this Agreement, including, if the Listing Vehicle is an entity other than the Company, appropriate modifications to the Shareholders Agreement so that it covers securities in the Listing Vehicle.
PARENT UNDERTAKINGS. A. Contemporaneously with the execution of this Agreement, each Member shall cause its parent (ASHS for ASRS and EHUS for GKV) to execute a Parent Undertaking in the form attached hereto as Exhibit E pursuant to which such parent agrees:
(i) to respect and abide by the exclusivity provisions set forth in Paragraph 12.9 hereof; and
(ii) not to allow a sale or transfer of any capital stock in such Member without first offering to sell such capital stock to the other Member for the same price and on the same terms and conditions as have been offered by a third party.
B. This Agreement shall not become effective until ASHS and EHUS have executed the Parent Undertaking.
PARENT UNDERTAKINGS. (a) Parent hereby guarantees, unconditionally, payment and performance by ViSalus of its obligation pursuant to the terms of the Certificate of Designation of Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock of ViSalus (as amended from time to time, the “Certificate of Designation”) to redeem the shares of Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock of ViSalus (collectively, the “Preferred Stock”) then outstanding as provided in the Certificate of Designation.
(a) For so long as the Sellers hold any shares of Preferred Stock, Parent shall not, directly or indirectly, sell, assign, convey, hypothecate or otherwise transfer any of the shares of capital stock of ViSalus held by Parent or its subsidiaries without the written consent or affirmative vote of the holders of shares of Preferred Stock representing at least a majority of the votes represented by the shares of Preferred Stock then outstanding.
PARENT UNDERTAKINGS. Undertakings: Payment of Damages. The Parent hereby irrevocably and unconditionally agrees and guarantees for the benefit of the Purchaser, the Program Administrator, and each Indemnified Party to cause the Advisor, the Distributor, the Program Servicer Agent and each other Sponsor Entity to perform and punctually and completely carry out each and every agreement, covenant or undertaking of the Advisor, the Distributor, the Program Servicer Agent and each other Sponsor Entity under this Agreement and each other Program Document in accordance with the terms thereof, notwithstanding that the Advisor, the Distributor, the Program Servicer Agent, or other Sponsor Entity fails to fully perform any such agreements, covenants and undertakings for any reason, including liquidation, insolvency, dissolution, receivership, bankruptcy, assignment for the benefit of creditors, reorganization, composition, adjustment, legal limitations, court order, disability, incapacity, invalidity, unenforceability, defense, offset or counterclaim. Each of the Parent, the Distributor, the Program Servicer Agent and the Advisor further covenants and agrees that it shall maintain adequate capital in light of its contemplated business operation.
