Special Commitments. Upon the Borrower/Recipient’s request, the Fund may agree to make an irrevocable commitment to pay amounts necessary to guarantee a Letter of Credit used to finance Eligible Expenditures (a “Special Commitment”) on such terms and conditions as the Borrower/Recipient and the Fund may agree.
Special Commitments. 1. If legal provisions of either Contracting Party or obligations derived from International Law existing at present or established hereinafter between the Contracting Parties in addition to the present Agreement, contain a regulation, whether general or specific, according to which, a treatment more favourable than the provided for this Agreement shall be granted to investments by nationals or companies of the other Contracting Party, such regulation shall to the extent that is more favourable, prevail over this Agreement.
2. Each Contracting Party shall observe any other obligation it has assumed in writing, with regard to investments in its territory by investors of the other Contracting Party. Dispute arising from such obligations shall be settled under the terms of the contracts underlying the obligations.
Special Commitments. Nothing in this regulation will override special commitments that have been made by the Company that in certain instances rates of pay will be maintained.
Special Commitments. As long as Borrower is the debtor of the Bank or liable to be under this agreement: I - Borrower may not, without the agreement of the Bank: - carry out, especially in the form of assignment or contribution to a company, a transaction causing a reduction of one quarter of its fixed assets versus their value on the day of this operation; - give a surety on real estate properties, the goodwill (including trademarks) and its securities portfolio;
Special Commitments. (1) The Group Companies and the Shareholders (including Series A Investors, Series C-1 Investors, Series C-2 Investors and Series D Investors) agree, In the event that Baidu or its Affiliates hold any shares of the Group Companies, if the Group Companies and any of its Shareholders (including Series A Investors, Series C-1 Investors, Series C-2 Investors and Series D Investors) intend to transfer any shares or share interest in the Group Companies to the Competitors of Baidu, or the Group Companies intend to accept any form of investment from its competitors, Baidu or its Affiliates shall be entitled to preempt, on equal conditions, of all or part of the shares or share interest to be transferred, or Baidu shall be entitled to have preemptive rights to invest in the Group Companies (to subscribe for all or part of the new share capital of the Company) on equal conditions. “Competitors of Baidu” hereunder refers to Qihoo 360, Alibaba, Tecent, Dianping, Meituan, Xxx.xx, Daojia and their Affiliates.
(2) After Qualified IPO, if the proceeds from the disposal of all shares of Series D Investors and Series C-2 Investors in the Company in the secondary market are less than the amount calculated based on the following formula, the Group Companies or the Actual Controller and the Founding Shareholders shall jointly and severally compensate the relevant difference to Series D Investors and Series C-2 Investors: Investment Amount of the Investors × (1+ annual interest of 8% × Investment Period)
Special Commitments. Investments that are the subject of a special obligation for one of the Contracting Parties regarding the investors of the other Contracting Party shall be subject - without prejudice to the provisions of this agreement - to the terms of the aforementioned special obligation if the obligation includes provisions are more favourable than what is contained in this agreement.
Special Commitments. At the request of the Borrower und upon such terms and conditions as shall be agreed upon between the Bank and the Borrower, the Bank may enter into special commitments in writing to pay amounts to the Borrower or others in respect of the cost of goods and services to be financed out of the proceeds of the Loan notwithstanding any subsequent suspension or cancellation.
Special Commitments. Special commitments concerning Mr. Gessaroli, Mrs. Gessaroli and Mr. Xxxxx Xxxxxxxxx.
13.1. It is the wish of the Parties that, after Closing, Mr. Xxxxxxxx Gessaroli, Mrs. Xxxxx Xxxxxxxxx xxx Mr. Xxxxx Xxxxxxxxx xxxtinue to render their services in favour of the Gessaroli Group, so as to let Oxford take advantage of their respective professional reputation and skill.
13.2. In the light of the above, the Parties agree as follows:
(a) At Closing, or as soon as practicable thereafter, Oxford shall cause that Mr. Gessaroli is appointed as a director of Newco and NL for a minimum period of two years. As soon as practicable, Mr. Gessaroli shall be also entrusted by the competent Board of Directors with particular offices and activities relating to sales, marketing and engineering. The gross aggregate remuneration to be paid to Mr. Gessaroli for his special activities shall be equal to ITL 195 million per year, plus a company car and supplementary medical/life insurance of the same kind as at present; in addition, as long as Mr. Gessaroli is a member of the said board(s), the annual membership to the Pecetto Golf Club "I Ciliegi" shall be paid by Oxford or Newco as an additional part of the mentioned remuneration.
Special Commitments. On the terms and conditions set forth in this Section 4.1 and for any Special Commitment Permitted Purpose, from and after the date on which the Original Commitments have been fully called, (i) the Charter Member hereby unconditionally commits to make capital contributions to the Company in cash up to an aggregate amount of $54 million as a capital contribution at any time and from time to time during the Commitment Period and (ii) the Special Member hereby unconditionally commits to make capital contributions to the Company in cash up to an aggregate amount of $6 million as a capital contribution at any time and from time to time during the Commitment Period (each such commitment, a "SPECIAL COMMITMENT"). The Board of Managers, in its sole discretion, shall have the right (but shall not be obligated notwithstanding any fiduciary duty it may have to the Company, the Members or the creditors of the Company) to call upon the Original Members to make contributions at any time and from time to time during the Commitment Period up to, and ratably in proportion to, the aggregate amount of their respective Special Commitments for the following purposes (collectively, the "SPECIAL COMMITMENT PERMITTED PURPOSES"): to make a capital contribution to Centerbrook for use by Centerbrook (x) to cure any "Capital Model
Special Commitments
