Special Undertakings. 8.1 Non-competition After the Date of Management Transfer, Party B shall not use or register trade names and trademarks listed in Appendix 11 (including homophone trade names and trademarks), and within 2 years from the date of the Management Transfer, Party B shall not be engaged in, invest, manage, operate and run any business that compete with the business conducted by the Target Company and its subsidiaries, branches and schools on the date of execution of this Agreement. However, Xxxx Xxxxxx may be engaged in business of “3+1 Planning Platform of Studying Abroad” and be given priority to cooperate with ZMN Education. Party B shall not procure, induce or persuade any employees of the Target Company and the Target School to leave in any way.
8.2 Restriction on malicious acts Upon the Date of Management Transfer, Party B shall not conduct any act in the names of the Target Company or its subsidiaries, branches, schools that may cause the said company, subsidiaries, branches and schools to suffer from any liabilities, losses, damages, claims, expenses and outlays, interests, judgements, awards and penalties.
8.3 Restriction on material dishonest acts Party A has not discovered the following acts by Party B, the Target Company and its subsidiaries, branches and schools during due diligence by Party A: (1) the information provided is materially false or contains material omission; or (2) the data provided contains significant error, that is, the difference between the provided data and the correct data exceeds 10%.
Special Undertakings. 6.1 In order to maintain and increase the value of SCM shares, to the extent within its control, the Group hereby assures Xxx Xxx of the following undertakings:
(a) While the Agreement is in effect, adopt all necessary measures to ensure that SCM obtains and renews in a timely fashion all required business licenses, permits and authorizations and that all such business licenses, permits and authorizations remain valid.
(b) While the Agreement is in effect, without obtaining in advance the written consent of Xxx Xxx:
(i) The Group shall not dispose in any manner of all or a portion of the SCM shares or to involve any of the SCM shares in any trust, custody, pledge or third party encumbrance;
(ii) The Group shall not increase or decrease the registered capital of SCM;
(iii) The Group shall not dispose of or to cause SCM management to dispose of any material assets of SCM;
(iv) The Group shall not terminate or cause SCM management to terminate any material contract to which SCM is a party (the range of such material contracts shall be determined then by Xxx Xxx on a reasonable basis), or to enter into any contracts that are in conflict with any existing material contracts, or to consummate any transactions of which the considerations, in a single transaction or accumulated over a period of three consecutive months, exceeds 5% of the net asset value then of SCM;
(v) The Group shall not cause SCM to declare or actually distribute any profit, bonus, dividend or interest that are available for distribution;
(vi) The Group shall not amend the articles of association of SCM; and
(vii) Ensure that SCM does not provide or obtain any loans, or provide any guarantee or undertake any pledges, or assume any liabilities outside of its normal course of business.
(c) Ensure that SCM remains valid and subsists without being terminated, merged, split-up, liquidated or dissolved.
(d) While the Agreement is in effect, exert its utmost to develop the business of SCM and ensure its legal and normal operation without acting in any way that would be detrimental to SCM’s assets, good will or the validity of its business license.
(e) Subsequent to sufficient consultation with Xxx Xxx and proceeding in line with the opinions acceptable to Xxx Xxx, pass and adopt internal resolutions of SCM (include but not limited to election and appointment of SCM directors, if necessary).
6.2 In order to maintain and increase the value of SCM shares to the extent within its control, Xxx Xxx hereby a...
Special Undertakings. 5.2.1 The Borrower undertakes to obtain:
(i) within thirty (30) days after the disbursement of the Credit, the registration of the Finance Contract, the Guarantee, the Counter Guarantee and Indemnity Agreement, this Counter Indemnity Agreement, and the Indemnification Agreement with the appropriate Registry of Titles and Deeds (“Registro de Titulos e Documentos”), each of which with its sworn public translation; and
(ii) within thirty (30) days after the date of substitution, the registration of any substitution of the Guarantor under the Guarantee pursuant to Article 7.02 of the Finance Contract, together with its sworn public translation, with the appropriate Registry of Titles and Deeds (“Registro de Titulos e Documentos”), or any other authority or legal entity which shall from time to time replace it, in accordance with Law No. 4131 of September 3, 1962 (as amended by Law No. 4390 of August 29, 1964 and subsequent regulations). Upon registration, the Borrower undertakes to deliver promptly to the Guarantor an original or a certified true copy of the Finance Contract, the Guarantee, the Counter Guarantee and Indemnity Agreement, this Counter Indemnity Agreement and the Indemnification Agreement as registered.
5.2.2 The Borrower undertakes to obtain and/or request: The necessary authorisations or notices for any substitution of the Guarantor under the Guarantee pursuant to Article 7.02 of the Finance Contract by the Central Bank of Brazil, or any other authority or legal entity entrusted with foreign exchange control powers in the territory of the Federative Republic of Brazil which shall from time to time replace it, in accordance with Law No. 4131 of September 3, 1962, Resolution 2,770, Circular 3,003, 2000 and Circular-Letter 2,933, all of August 30, 2000. The Borrower undertakes to give its full co- operation to the administrative procedures.
5.2.3 The Borrower undertakes to deliver to the Guarantor, immediately upon receipt and in any case prior to the making of the first payment due in respect of the Loan, a certified true copy of the “Certificado de Registro”, issued by the Central Bank of Brazil, or any other authority or legal entity entrusted with foreign exchange control powers in the territory of the Federative Republic of Brazil which shall from time to time replace it, pursuant to Law No. 4131 of September 3, 1962, Resolution 2,770, Circular 3,003, 2000 and Circular-Letter 2,933, all of August 30, 2000, attesting to the registration of the...
Special Undertakings. (1) Lessee will comply with the terms and conditions of each policy of the insurances required by this Section 11 and will not do, consent or agree to, or permit, any act or omission which (a) invalidates or may invalidate such insurances, (b) renders or may render void, voidable, unenforceable or otherwise not in full force in effect the whole or any part of any such insurances or (c) brings any particular liability within the scope of an exclusion or exception to such insurances.
(2) Lessee will:
(a) ensure that all legal requirements as to insurance of the Aircraft, any Engine or any Part which may from time to time be imposed by the Laws of the State of Registration or any state to, from or over which the Aircraft may be flown, in so far as they affect or concern the operation of the Aircraft, are complied with and, in particular, those requirements compliance with which is necessary to ensure that (i) the Aircraft is not in danger of detention or forfeiture, (ii) the Insurances remain valid and in full force and effect and (iii) the interests of the General Indemnitees in the Insurances and the Aircraft, any Engine or any Part are not thereby prejudiced; and
(b) not use, cause or permit the Aircraft, any Engine or any Part to be used for any purpose or LATAM Shared Terms 23 in any manner not covered by the Insurances or outside any geographical limit imposed by the Insurances.
(3) If at any time Lessee fails to maintain insurance in compliance with this Section 11, Lessor will be entitled but not bound to do any of the following, without prejudice to any other rights which it may have under the Aircraft Lease Agreement or any other Operative Document by reason of such failure: (a) following notice to Lessee, to pay any premiums due or effect or maintain such insurance or otherwise remedy such failure in such manner as Lessor considers appropriate, and Lessee will upon demand reimburse Lessor in full for any amount so expended together with interest at the Past Due Rate, from the date of expenditure by Lessor to the date of reimbursement by Xxxxxx, and/or (b) at any time while such failure is continuing, require the Aircraft to remain at any airport or proceed to and remain at any airport designated by Lessor until such failure is remedied to Lessor’s satisfaction.
Special Undertakings. The Borrower undertakes to:
(a) execute the Support Agreement;
(b) make all reasonable efforts to ensure that the Transaction is concluded;
(c) apply the proceeds of the Loan to the Approved Purpose; and
(d) execute all documents granting the Pledge (as hereinafter defined) following the conclusion of the Transaction.
Special Undertakings. So long as any Bond remains outstanding, the Issuer undertakes to comply with the undertakings set forth in this Clause 15.
Special Undertakings. 1. The Client and each Co-borrower, as applicable, each undertake, so long as any obligation shall remain outstanding under the Agreement:
a) to continue to perform the registered core business on an ongoing concern basis;
b) to notify the Bank of changes of legal representative/-s without delay, and report other changes which are entered in the court register or the register of another competent authority within 3 (three) business days from the date of the respective decision on such change;
c) to supply to the Bank all legally required annual reports no later than one month from the expiration date of statutory remittance period for submission of those reports and to supply also such other financial statements, information and business documents as the Bank may reasonably request;
d) to supply to the Bank Auditor's reports on business including the notes, no later than one month from the expiration date of statutory remittance period for submission of those reports and notes, if the Client and each Co-borrower are required by law to make such reports;
e) to promptly notify the Bank in case events which may adversely affect the Client’s and/or Co-borrower’s ability to duly execute its obligations under the Agreement have occurred or may occur;
f) to promptly notify the Bank of any intention to acquire, sell, encumber or pledge its assets, rights, liabilities (contingent or otherwise), if any such legal transaction may adversely affect its ability to duly discharge its obligations to the Bank under the Agreement or in respect of any other legal grounds.
2. The Client and each Co-borrower, as applicable, each undertake, during the term of the Agreement, to refrain from making payment for any liability arising from any advance, which has been or will be granted to the Client and/or Co-borrower by their owners, without obtaining prior written consent of the Bank, which shall not be unreasonably withheld by the Bank.
3. During the whole term of the Agreement the Client and each Co-borrower, as applicable, each undertake, unless prior written consent has been given by the Bank, to refrain from:
a) transferring or assigning rights and/or obligations under and in respect of the Agreement to a third party;
b) setting off their obligations under the Agreement against any amount payable to them by the Bank.
Special Undertakings. 3.1 The seller agrees to the Transfer of Shares under this Article and is willing and will urge the target company to sign such documents as may be necessary, including the resolution of the shareholders’ meeting, and other necessary formalities to assist in the transfer of shares.
3.2 The Selling Party shall be liable for prompting the Target Company and itself to take all necessary actions jointly and separately, including but not limited to the execution of this Agreement, approval of shareholders’ resolutions and amendments to the articles of association, to transfer the Targeted Stock Right to The Buyer Party from The Selling Party, and shall take the responsibility for obtaining all government approvals and completing business registration and filing procedures within ten (10) days upon the service of the Notice of Exercising the Option by The Buyer Party pursuant to the provisions of the Exclusive Stock Purchase Agreement in order to turn The Buyer Party into the registered owner of the Targeted Stock Right. .
Special Undertakings. (a) The Employee agrees that any and all notes and records kept or made in connection with his employment shall be and are the sole and exclusive property of the Company; and the Employee further agrees that upon leaving the employment of the Thomas Arington execution copy 0020924000 Company, he will place alx xxxx xxxxx xxd records in the Company's possession, and will not take with him, without the consent of the Company's Board of Directors, any notes and records relating to or connected with the business, work or investigations of the Company, its affiliates and subsidiaries, or any of them, including drawings, blueprints or other reproduction.
(b) The Employee further agrees that any secret apparatus, secret equipment, secret formula, secret method or process of the Company, that the Employee is aware of because of his employment with the Company, whether or not developed by the Employee, will not be disclosed to any third party or used by the Employee except in connection with his duties to the Company or unless the Employee shall first secure the consent of the Company's Board of Directors, either during his employment or after his employment by the Company shall have terminated.
(c) Employee agrees that, during the Employment Period as defined in Section 1 above and during the one year period immediately following the Employment Period, he will not solicit or attempt to persuade any employee of the Company, its subsidiaries or affiliates, or any other person who performs services for the Company, its subsidiaries or affiliates at any time during the Employment Period or at any time within one year thereafter, to terminate or reduce or refrain from engaging in his or her employment or other service relationship with the Company, its subsidiaries or affiliates. Provided, however, that responding to inquiries and subsequently hiring such employees following their termination of employment with the Company shall be permitted.
(d) Employee agrees that, during the Employment Period and the one year period immediately following the Employment Period, he will not make disparaging remarks about the Company, its subsidiaries or affiliates or any of their officers, directors or employees.
(e) The Employee also agrees to cooperate with the Company and Barr in any legal action for which his participation is needed durinx xxe Employment Period or the one year period thereafter. The Company agrees to try to schedule all such participation so Thomas Arington execu...
Special Undertakings. Each Guarantor hereby undertakes to comply with the special undertakings set out in the conditions 11.2 (Distributions), 11.4 (Financial Indebtedness and Disqualified Stock), 11.5 (Negative pledge), 11.6 (Loans out), 11.7 (Disposals of assets), 11.8 (Mergers), 11.9 (Dividend and other payment restrictions), 11.10 (Additional Guarantee), 11.11 (Additional Transaction Securities), 11.12 (Dealings with related parties), 11.13 (Compliance with law) and 11.14 (Financial reporting and information) and 11.17 (Pledge over receivables) of the Terms and Conditions.
