Specific performance obligations Sample Clauses

Specific performance obligations of each beneficiary‌ Each beneficiary shall:
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Specific performance obligations. Pursuant to the terms of the Facility Agreement, among others, the Company has undertaken to ensure that each of Ms. XXXX Xxxxxx and Xx. XXXXX Xxxx Xxxxx, directly or indirectly, must (i) individually or collectively remain the largest beneficial owner of the entire issued share capital of the Company; (ii) in aggregate, remain the beneficial owners of not less than 40% of the entire issued share capital of the Company; and (iii) retain control of the Company. For the purpose of this paragraph, “control” means the power to decide the management and policies of the Company whether through the ownership of voting capital, by contract or otherwise. Failure to comply with any of the above undertakings will constitute an Event of Default (as defined in the Facility Agreement) under the Facility Agreement. If an Event of Default is continuing, the Facility Agent may, and must if so instructed by the Majority Lenders (as defined in the Facility Agreement), by notice to the Company: (a) cancel all or part of the Total Commitments (as defined in the Facility Agreement); and/or (b) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents (as defined under the Facility Agreement) be immediately due and payable; and/or (c) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents (as defined in the Facility Agreement) be payable on demand by the Facility Agent acting on the instructions of the Majority Lenders (as defined in the Facility Agreement). The Company will continue to make relevant disclosure under its subsequent interim and annual reports pursuant to Rule 13.21 of the Listing Rules as long as circumstances giving rise to the obligations under Rule 13.18 of the Listing Rules continue to exist. Hong Kong, 31 July 2015 By order of the board of directors Country Garden Holdings Company Limited XX Xxxxxxx Executive Director
Sample 1
Specific performance obligations. Pursuant to the Facility Agreement, default (the “Default”) will be triggered if any default events occurred, including breach of any one of the following loan undertakings, among others:
Sample 1
Specific performance obligations. The RESIST CMS Beneficiary shall: make sure that the work is carried out as described in Xxxxx X; ensure that the tasks assigned to it are correctly and timely performed; carry out the service in accordance with fundamental ethical principles; take every necessary precaution to avoid any risk of conflict of interest relating to economic interests, political or national affinities, family or emotional ties or any other interests liable to influence the impartial and objective performance of the Service.
Sample 1
Specific performance obligations 
Sample 1

Related to Specific performance obligations

  • Performance Obligations The Purchaser shall have performed in all respects all obligations required to be performed by it under this Agreement at or prior to the Closing.

  • Performance Obligation 11.1 Developer’s Attachment Facilities 11.2 Connecting Transmission Owner’s Attachment Facilities

  • Service Obligations The Supplier must supply the Services:

  • Excuse from performance of obligations If the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event, it shall be excused from performance of such of its obligations to the extent it is unable to perform on account of such Force Majeure Event; provided that:

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • Notification Obligations (a) If by reason of a Force Majeure Event a Party is wholly or partially unable to carry out its obligations under this Agreement, the affected Party shall:

  • Additional Indemnity Obligations Consultant shall defend, with counsel of Town’s choosing and at Consultant's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.6.1 that may be brought or instituted against Town or its directors, officials, officers, employees, volunteers and agents. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Town or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse Town for the cost of any settlement paid by Town or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for Town's attorney's fees and costs, including expert witness fees. Consultant shall reimburse Town and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Town, its directors, officials officers, employees, agents, or volunteers.

  • Indemnity Obligations An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.

  • Termination Obligations (a) Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director incident to the Services and his membership on the Company’s Board of Directors or any committee therefore the sole and exclusive property of the Company and shall be promptly returned to the Company at such time as the Director is no longer a member of the Company’s Board of Directors.

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