Subsidiary Agreements Clause Samples

Subsidiary Agreements. 1. To facilitate the carrying out of the Project, the Recipient shall make a portion of the proceeds of the Financing available to each Participating State under a Subsidiary Agreement entered into between the Recipient and the Participating State, under terms and conditions which shall have been approved by the Association. 2. The Recipient shall exercise its rights under each Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions.

Subsidiary Agreements. 1. To facilitate the carrying out and financing of Part 1 of the Project, the Borrower shall make part of the proceeds of the Loan available to the Federation under a subsidiary agreement between the Borrower and the Federation (“Federation Subsidiary Agreement”), under the same terms and conditions as the Loan, approved by the Bank and including the Anti-Corruption Guidelines, for on-lending by Federation to its Participating Utilities on terms and conditions set forth in Part D of this Section I. 2. To facilitate the carrying out and financing of Part 2 of the Project, the Borrower shall make part of the proceeds of the Loan available to Republika Srpska under a subsidiary agreement between the Borrower and Republika Srpska (“RS Subsidiary Agreement”), under the same terms and conditions as the Loan, approved by the Bank and including the Anti-Corruption Guidelines, for on-lending by RS to its Participating Utilities on terms and conditions set forth in Part D of this Section I. 3. The Borrower shall exercise its rights under the Subsidiary Agreements in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Agreements or any provision thereof.

Subsidiary Agreements. 1. For the purposes of implementing Part 1 of the Project, the Borrower shall: (a) through MOH, enter into an agreement with each Selected State under terms and conditions satisfactory to the Bank (the RHCN Subproject Agreement), substantially in accordance with the terms and conditions set forth in the Model Subproject Agreement and the Operational Manual, setting forth, inter alia, in respect of each RHCN Subproject: (i) the structure, process and results indicators (related to results and implementation at specified intervals, both mandatory and elective, specified in the Operational Manual); (ii) the provisions applicable to each state to be rewarded for achieving the indicators referred to in (i) above, or penalized with a reduction of financing in cases of poor performance; (iii) the state’s obligation to procure the goods, works and services for its Part of the Project, in accordance with the requirements of this Agreement and with the contracting procedures and schedule specified in the Procurement Plan for all goods, works and services (which plan shall form part of the RHCN Subproject Agreement); (iv) MOH’s right to suspend disbursements, or cancel amounts to be disbursed, as the case may be, in the event of non compliance by the Selected State with the obligations set forth in the RHCN Subproject Agreement; (v) a list of the activities eligible for financing by proceeds of the Loan under said RHCN Subproject; and (vi) the obligation of each state to carry out each RHCN Subproject in accordance with the provisions of the Anti-Corruption Guidelines; (b) through MOH’s Fund, disburse to each Selected State’s health fund, the RHCN Subproject Allocations, but only after the Selected State has: (i) entered into the respective RHCN Subproject Agreement; (ii) established a RHCN Subproject coordination unit; (iii) provided training to RHCN Subproject coordinators; (iv) provided satisfactory evidence that a financial management system is in place; and (v) agreed to carry out a fiduciary action plan in those cases in which the Bank considers it necessary; (c) ensure that the number of RHCN Subprojects to be financed under the Project do not exceed 15, and that at least 10 of said RHCN Subprojects should be implemented in metropolitan areas (a large urban area comprising two or more municipalities, as defined by Brazilian law); and (d) exercise its rights under each of the RHCN Subproject Agreements in such manner as to protect the interests of the Borrower ...

Subsidiary Agreements. 1. For purposes of the carrying out of Part 1.A of the Project, the Borrower shall enter into agreements with Producer Associations, under terms and conditions acceptable to the Bank (the PIP Preparation Agreements), providing for: (i) the transfer from the Borrower to the Producer Associations of the funds required to finance the preparation of their respective PIPs; and (ii) the obligation of the Producer Associations to prepare the PIPs as provided in the Operational Manual. (a) For purposes of the carrying out of Part 1.B (1) of the Project, the Borrower shall: (i) transfer a portion of the proceeds of the Loan to BANPARÁ under a subsidiary agreement (the BANPARÁ Agreement) to be entered into between the Borrower and BANPARÁ, under terms and conditions acceptable to the Bank, setting forth their respective roles and responsibilities regarding the implementation of such Part of the Project and establishing that BANPARÁ shall serve as the financial agent of the Borrower for the purposes of financing the carrying out of Income Generation Subprojects; and (ii) after having approved a PIP, cause BANPARÁ to enter into an agreement (the PIP Agreement) with the relevant Producer Association providing for a loan and/or grant, as the case may be, to such Producer Association to finance the carrying out of the Income Generation Subprojects included in such PIP, such PIP Agreement to be based in the model agreement set forth in the Operational Manual; and (b) the Borrower shall exercise its rights under the PIP Preparation Agreements, the BANPARÁ Agreement and the PIP Agreements in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan, and except as the Bank shall otherwise agree, shall not assign, amend, terminate, waive or fail to enforce any PIP Preparation Agreement, the BANPARÁ Agreement, any PIP Agreement, or any provision thereof. 3. For purposes of carrying out Part 2.B of the Project, the Borrower shall transfer a portion of the proceeds of the Loan to ITERPA under a subsidiary agreement (the ITERPA Agreement) to be entered into between the Borrower and ITERPA, under terms and conditions acceptable to the Bank, setting forth their respective roles and responsibilities regarding the implementation of Part 2.B of the Project. 4. In carrying out Part 2.A (2) of the Project, the Borrower, through SEMA, may be assisted by Zoning Partners, by entering into arrangements with such Zoning Partners (collecti...

Subsidiary Agreements. (a) The Borrower/Recipient shall ensure that no Project Party shall enter into any Subsidiary Agreement, or consent to any modification thereof, inconsistent with the Financing Agreement or the Project Agreement. (b) The Borrower/Recipient and each Project Party shall exercise its rights under any Subsidiary Agreement to which it is party to ensure that the interests of the Borrower/Recipient and the Fund are fully protected and the Project is carried out in accordance with Section 7.01. (c) No provision of any Subsidiary Agreement to which the Borrower/Recipient is a party shall be assigned, waived, suspended, abrogated, amended or otherwise modified without the prior consent of the Fund. (d) The Borrower/Recipient shall bear any foreign exchange risk under any Subsidiary Agreement to which it is party, unless otherwise agreed by the Fund.

Subsidiary Agreements. 1. To facilitate the carrying out of Part B of the Project, the Borrower (through MOT) shall continue to carry out and cause the Participating Cities, the City of Bogotá and Implementing Entities to carry out the Subsidiary Agreements (as updated for the purposes of this Agreement), which shall include inter alia, the following: (a) the Borrower’s obligation (through MHCP) to: (i) transfer to the respective Implementing Entity the portion of the proceeds of the Loan required to carry out its respective activities under Part B of the Project, in accordance with the provisions of this Agreement, the corresponding Subsidiary Agreement, and the Operational Manual; and (ii) suspend disbursements of Loan proceeds for Transfers, or cancel Transfer amounts to be disbursed in the event that any Participating City or Implementing Entity fails to comply with any of their respective obligations under the respective Subsidiary Agreement; (b) the Borrower’s obligation (through MOT) to provide technical and administrative assistance to Participating Cities and the City of Bogotá with respect to the design and implementation of BRTS and register in its data base the investment projects related to the implementation of BRTS under each Participating City; (c) the obligation of the Participating Cities, the City of Bogotá and the Implementing Entities to: (i) carry out their respective activities under Part B of the Project in accordance with the provisions of Section I.D of Schedule 2 to this Agreement; and (ii) utilize the proceeds of the Transfers in accordance with the procedures set forth in the Operational Manual, only for the purposes of the Project and pursuant to the provisions of the Anti-Corruption Guidelines applicable to recipients of Loan proceeds other than the Borrower (and recognizing the Borrower’s power to exercise the legal remedies referred to in sub-Section B. 2 below); (d) the obligation of the Participating Cities, the City of Bogotá and the Implementing Entities to: (i) enable the Bank to review Project accounts and other documentation, as the Bank shall reasonably request, in respect of the implementation of Part B of the Project; and (ii) provide the Borrower, promptly, with information regarding the implementation of Part B of the Project, as required by the Borrower, to comply with its obligations incurred under this Agreement; (e) the obligation of the Implementing Entities to: (i) procure the goods, services and works for the Project in accorda...

Subsidiary Agreements. (a) To facilitate the carrying out of Parts A and D1 of the Project, the Recipient shall make part of the proceeds of the Financing available to EGCB under a subsidiary loan agreement between the Recipient and EGCB, under terms and conditions approved by the Association, which shall include repayment of the loan over a period of twenty (20) years, inclusive of a grace period of five (5) years, with payment of interest on the principal amount of the loan, withdrawn and outstanding, at the rate of three percent (3%) payable on local currency and four percent (4%) on foreign currency (“EGCB Subsidiary Agreement”). (b) To facilitate the carrying out of Parts B and D2 of the Project, the Recipient shall make part of the proceeds of the Financing available to PGCB under a subsidiary loan agreement between the Recipient and PGCB, under terms and conditions approved by the Association, which shall include repayment of the loan over a period of twenty (20) years, inclusive of a grace period of five (5) years, with payment of interest on the principal amount of the loan, withdrawn and outstanding, at the rate of three percent (3%) payable on local currency and four percent (4%) on foreign currency (“PGCB Subsidiary Agreement”). (c) To facilitate the carrying out of Parts C and D3 of the Project, the Recipient shall make part of the proceeds of the Financing available to GTCL under a subsidiary loan agreement between the Recipient and GTCL, under terms and conditions approved by the Association, which shall include repayment of the loan over a period of twenty (20) years, inclusive of a grace period of five (5) years, with payment of interest on the principal amount of the loan, withdrawn and outstanding, at the rate of four percent (4%) payable on local currency and five percent (5%) on foreign currency (“GTCL Subsidiary Agreement”). 2. The Recipient shall exercise its rights under the Subsidiary Agreements in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreements or any of its provisions.

Subsidiary Agreements. At any time when any Preferred Shares are outstanding, the Company shall include in the governance documents of any Group Company, prohibitions in engaging in any of the following acts without the prior approval of the Company: (a) Any amendment, alteration, or repeal of any provision of the Certificate of Incorporation, By-laws, or Constitution, as applicable, of the Group Company; (b) Any increase or decrease in the authorized number of shares of the Group Company; (c) Any authorization or any designation, whether by reclassification or otherwise or any other action resulting in the creation of any new class or series of shares or any other securities convertible into a new class or series of shares of the Group Company; (d) Any redemption, repurchase, payment or declaration of dividends or other distributions or return of capital (except for acquisitions of shares by the Group Company pursuant to agreements that permit the Group Company to repurchase such shares at no more than cost upon termination of services to the Company); (e) Any agreement by the Group Company or its shareholders regarding or any other action resulting in an Asset Transfer or Acquisition (as such terms are defined in the Constitution); (f) Any incurrence of bank indebtedness of US$500,000 or more individually or in the aggregate with all other bank indebtedness of the Group Company (other than payables incurred in the ordinary course of business); (g) Any voluntary dissolution or liquidation of the Group Company; (h) Any increase or decrease in the authorized number of members of the Group Company’s Board; or (i) Any increase in the number of shares available for issuance under any existing equity incentive plan.

Subsidiary Agreements. 1. To facilitate the carrying out of the CBM’s Respective Part of the Project, the Recipient shall make part of the proceeds of the Financing available to the CBM under a subsidiary agreement between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association. 2. To facilitate the carrying out of the AGEPMF’s Respective Part of the Project, the Recipient shall make part of the proceeds of the Financing available to the AGEPMF under a subsidiary agreement between the Recipient and the Project Implementing Entity, under terms and conditions approved by the Association. 3. The Recipient shall exercise its rights under the subsidiary agreements in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the subsidiary agreements or any of its provisions.