Undertakings. The Company shall comply with all the provisions of any undertakings contained and required to be contained in the Registration Statement.
Undertakings. 4.1 Subject to Clause 4.2, each Consenting Creditor irrevocably undertakes in favour of each other Consenting Creditor that, subject to the terms, conditions and limitations set forth herein, it will comply with the Consenting Creditors’ undertakings as set forth in Schedule 3 (Consenting Creditors’ undertakings) provided that, notwithstanding any other provision in this Agreement:
(a) no Consenting Creditor shall be required to waive any Defenses or be prohibited from taking any action to preserve the validity, existence or priority of any of its rights and Claims (including seeking acceptance of any Claims for fees, costs and expenses under the Existing Finance Documentation as Accepted Claims) against any obligor of the Club Loans and/or Notes (as the case may be);
(b) HSBC-HK may, without limitation, seek to take, refrain from taking or cause to be taken or not taken any action it deems necessary or desirable in its sole discretion in the Adversary Proceedings, provided that if HSBC-HK takes any such action that adversely affects implementation of the Restructuring in the manner set forth herein, the Consenting Creditors may, by Special Majority Consent, terminate this Agreement as to HSBC-HK without further obligation hereunder on the part of HSBC-HK;
(c) in addition, the Consenting Creditors who are members of the Ad Hoc Group agree to use reasonable efforts to seek the approval of the Bankruptcy Court (which may be pursuant to a Chapter 11 Plan) to CFG Peru taking all corporate governance actions consistent with Peruvian and Singapore law to make:
(i) an Interim Distribution that is not less than US$75 million to the Notes Trustee and the Club Loan Agent in accordance with the Agreed Participation (without, for the avoidance of doubt, any Indebtedness being reduced on account of any Interim Distributions or SFR Distributions that have not occurred at that time) to be applied in accordance with the Existing Indenture and the Club Loan Agreement, respectively; and
(ii) the SFR Distribution to the Notes Trustee to be applied in accordance with the Existing Indenture.
4.2 Nothing in this Agreement shall require any Consenting Creditor to take, or omit to take, any action if such Consenting Creditor (in its sole and absolute discretion) determines that such action (or omission):
(a) would be contrary to any applicable law or regulation or might affect directly or indirectly its reputation; or
(b) would result in such Consenting Creditor incurring any Lia...
Undertakings. Unless otherwise authorised in writing by the Warrantholder shall holding the majority of the outstanding Warrants from time to time:
7.1 the Company shall have on the date of grant of the Warrants and shall maintain all necessary authorisations pursuant to the Law to enable it to lawfully and fully perform its obligations under this Instrument to allot and issue Ordinary Shares upon the exercise of all Warrants issued and remaining exercisable from time to time;
7.2 if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the Ordinary Share capital of the Company, the Company will as soon as possible give notice of such offer to the Warrantholders and use its best endeavours to procure that a full and adequate opportunity is given to the Warrantholders to exercise the Warrants and source funding for such exercise, and that a like offer, being one pari passu with the best terms offered to holders of Ordinary Shares, is extended in respect of any Ordinary Shares issued upon exercise of the Warrants; the publication of a scheme of arrangement providing for the acquisition by any person of the whole or any part of the Ordinary Share capital of the Company shall be deemed to be the making of an offer for the purposes of this clause 6.2 and references herein to such an offer shall be read and construed accordingly; and
7.3 if at any time an offer or invitation is made by the Company to the holders of Ordinary Shares for the purchase by the Company of any of the Ordinary Shares, the Company shall simultaneously give notice thereof to the Warrantholders who shall be entitled at any time while such offer or invitation is open for acceptance, to exercise their Warrants on the terms (subject to any adjustments pursuant to clause 4 above) on which the same could have been exercised if they had been exercisable and had been exercised on the day immediately preceding the record date for such offer or invitation.
Undertakings. 14.1 Each Party shall recognize the exclusive ownership of the property owned and installed by the other Party and shall not have or claim any right, title or interest or lien of whatsoever nature.
14.2 Nothing contained herein shall constitute either Party as the agent or partner or the representative of the other for any purpose and neither Party shall have the right or authority to assume, create or incur any liability or obligation of any kind, express or implied, in the name of or on behalf of the other Party and the relationship between the MSO and the LCO shall remain on “Principal to Principal” basis.
14.3 It is expressly understood by the Parties that “ ” logo(s) is a Registered Trade Xxxx of the MSO, and the LCO shall use the said logo only during the currency of this Agreement for the benefit of the cable television networking business of the MSO. Consent of the MSO is hereby given to the LCO to use the said logo, to the extent of or in connection with the business of the MSO.
14.4 It is expressly understood by the Parties that “ ” logo(s) is a Registered Trade Xxxx of the LCO, and the MSO shall use the said logo only during the currency of this Agreement for the benefit of the cable television networking business of the LCO. Consent of the LCO is hereby given to the MSO to use the said logo, to the extent of or in connection with the business of the LCO.
14.5 It is clearly understood and accepted by each Party that it shall have no right to use any intellectual property of the other on its Cable TV service or otherwise on or after the withdrawal by the other Party of its consent for such uses.
14.6 In case the LCO or the MSO, as the case may be, decides to transfer its interest in respect of its business of providing Cable TV Service to any other party / person (third party), in whole or in part, the LCO or the MSO, as the case may be, shall give prior notice to the MSO or the LCO. One Party shall not have any objection to such transfer if the other Party has complied with its obligations under this contract and has paid all its dues. Provided, however, that such third party shall sign and execute a deed of adherence to the terms and conditions of this Agreement and other undertaking/ bonds to the satisfaction of the MSO or the LCO, as the case may be, in order to give effect to the provisions of this Agreement.
14.7 The LCO shall maintain and continue to maintain its Postal Registration Certificate renewed from time to time in accordance with ...
Undertakings a) The Lender may at its sole discretion deduct from sums to be lent and advanced to the Borrower any monies then remaining due and payable by the Borrower to the Lender, whether under this Agreement or otherwise, and
b) The Borrower shall pay all costs, charges (including legal fees, cost of investigation of title to the Borrower’s assets and protection of the Lender's interest, if any) and expenses in any way incurred by the Lender and such stamp duty, other duties, authorization fees, taxes, charges and penalties if and when the Borrower is required to pay according to the laws for the time being in force, and
c) The Borrower shall reimburse all sums paid and/or expenses incurred by the Lender under this Agreement within 2 Business Days from the date of notice of demand by the Lender. All such sums shall be debited to the Borrower’s Account and shall carry interest as noted in Section 4 a. of this Agreement or any another rate at the discretion of the Lender from the date of payment till such reimbursement, and
d) The Borrower shall not enter into any amalgamation, demerger, merger or corporate reconstruction without the prior written approval of the Lender which approval shall not be unreasonably withheld, and
e) The Borrower shall ensure that no substantial change is made to the general nature of its business from that carried on at the date of this Agreement, and
f) The Borrower shall obtain the consent of its existing lenders if any for any Security provided or to be provided pursuant to the Security Documents, and
g) The Borrower shall not without the prior written consent of the Lender declare or pay any dividend or authorize or make any distribution to its shareholders if an Event of Default has occurred and is subsisting or would occur as a result of such declaration or payment of dividend or Authorization or making of distribution, and
h) The Borrower shall keep proper books of record and account and maintain proper accounting, management information and control systems in accordance with Generally Accepted Accounting Principles for the time being in force in the relevant jurisdiction applicable to it from time to time, and
i) The Borrower shall ensure that all the proceeds of each Loan advanced under this Agreement are used strictly in accordance with the purpose set out in Clause 1.2 herein above, and
j) The Borrower shall ensure that each Loan will be borrowed in accordance with all applicable approvals, guidelines, circulars, regulations an...
Undertakings. 5.1 The LLP undertakes to the Seller that it will at all times (or will direct the Servicer at all times to) administer and enforce (and exercise its powers and rights and perform its obligations under) the Loans comprised in the Portfolio and their Related Security in accordance with the Seller's Policy (for so long as it exists and thereafter in accordance with such policies as would be applied by a Reasonable, Prudent Mortgage Lender in the conduct of its business), provided that if the Seller fails to comply with its obligations to repurchase any Loan and its Related Security pursuant to Clause 6.6, the LLP shall be entitled to waive any Early Repayment Fee in respect of such Loan and its Related Security if, in the LLP's reasonable opinion, such waiver is reasonably necessary in order to effect an interest rate change or a change in the terms and conditions relating to a Loan which is not a Fixed Rate Loan.
5.2 The Seller undertakes to the LLP that, in the event that any Borrower establishes that it has at any time prior to the First Assignment Date or, as the case may be, the relevant Assignment Date, paid to the Seller any amounts in excess of sums due to the Seller as at the relevant date of payment under the Mortgage Conditions applicable to that Loan (other than an Overpayment made by a Borrower under a Flexible Loan), the Seller will reimburse the Borrower for such overpayment together with any interest, cost or other expense associated therewith. The Seller further agrees to hold the LLP harmless against any such claims and to indemnify the LLP on an after Tax basis in relation to any costs, expense, loss or other claim which may arise in connection therewith. Any payment made by the Seller to the LLP in discharge of the foregoing indemnity shall be regarded as a rebate of part of the Purchase Price of the relevant Loan.
5.3 If, as a result of a breach of Representation and Warranty 1.18 of Schedule 1, the LLP or the Security Trustee suffers any loss, cost, expense or liability (any such loss, cost, expense or liability referred to in this Clause 5.3 as a Loss), then the Seller agrees to hold the Security Trustee and the LLP harmless against any such Loss and to indemnify the Security Trustee and the LLP in relation to any Loss which may arise in connection therewith. If the Seller fails to so indemnify the Security Trustee and the LLP within 30 London Business Days of demand being made therefor, then the amounts due may be deducted by way of s...
Undertakings. 57.1 Except to the extent the Lender otherwise consents in writing, each of the Borrower and the Guarantor undertakes as follows:
(a) to notify the Lender as soon as it becomes aware of any Event of Default or of any circumstance that may give rise to an Event of Default;
(b) to notify the Lender of any changes to its contact details and acknowledge that any Notice or Margin Call will be sent to the contact details held by the Lender at the time the Margin Call or Notice is given;
(c) to notify the Lender as soon as it becomes aware of any change in its Authorised Persons, giving the Lender specimen signatures of any new Authorised Person appointed, and if the Lender asks, evidence of the authority of any Authorised Person that is satisfactory to the Lender;
(d) to notify the Lender as soon as it becomes aware of any circumstance that may cause a Material Adverse Event;
(e) if it is an individual, or individual entering into the Agreement as trustee of a trust, it will use all money advanced to it under the Agreement wholly or predominantly for business or investment purposes;
(f) unless it is entering into the Agreement in the capacity of trustee of a trust, not to hold any assets at any time forming part of the Secured Portfolio as the trustee of any trust;
(g) to fully comply with all laws binding on it;
(h) to supply to the Lender when requested to do so by the Lender such financial accounts or other information relating to it (or any trust in respect of which it is entering into the Agreement as trustee) as the Lender may from time to time request; and
(i) to ensure that the accounts and information provided to the Lender under Clause 57.1(h): i comply with current accounting practice except to the extent disclosed in them and with all applicable laws; and ii give a true and fair view of the matters with which they deal.
57.2 Except to the extent that the Lender otherwise consents in writing, if the Borrower or the Guarantor is a company it undertakes (in addition to Clause 57.1) as follows:
(a) to do everything necessary to maintain its corporate existence in good standing and not to transfer its jurisdiction of incorporation or enter any merger or consolidation; and
(b) to ensure that any new or existing director of it promptly becomes a party to the Agreement if the Lender asks.
57.3 If the Borrower or the Guarantor is the trustee of a trust (the Trust), except to the extent that the Lender otherwise consents in writing, the Borrower or the Guarant...
Undertakings. Such selling Holder will enter into any undertakings and take such other action relating to the conduct of the proposed offering which the Company may reasonably request as being necessary to insure compliance with federal and state securities laws and the rules or other requirements of FINRA.
Undertakings. 2.1 Undertakings Concerning Party C Party B (as a shareholder of Party C) and Party C hereby undertake that:
2.1.1 Without prior written consent of Party A, no supplement, change or amendment may be made to the Articles of Association as well as rules and regulations of Party C, nor may any increase or decrease of Party C’s registered capital or any other change in Party C’s registered capital structure may be effected in any other way whatsoever;
2.1.2 They shall maintain the existence of their respective companies, operate their business prudently and effectively, and handle their affairs in accordance with good financial and commercial standards and practices;
2.1.3 Without prior written consent by Party A, no equity, assets, legal or beneficial interest relating to Party C’s business or income may be sold, transferred, mortgaged, pledged or otherwise disposed of, nor may any encumbrance of any security interest be allowed to be placed such equity, assets, legal or beneficial interest without prior written consent by Party A;
2.1.4 Without prior consent of Party A, no liabilities may be incurred, inherited, guaranteed or permitted, except for under the following circumstance: (i) where the liabilities arise from ordinary course of business other than through loans, and (ii) where the liabilities have been disclosed to Party A and have obtained written consent from Party A;
2.1.5 They shall ensure that all business of Party C is conducted in the normal course of business, in order to maintain the value of the assets of Party C, and refrain from any act/omission that may affect Party C’s business conditions and the value of the assets thereof;
2.1.6 Without the prior written consent of Party A, Party C shall not be compelled to sign any major contract, except for where the contract is entered into in the normal course of business (for the purposes of this Paragraph, if the value of a contract exceeds RMB100,000 Yuan, it shall be regarded as a major contract).
2.1.7 Without the prior written consent of Party A, they shall not cause Party C to offer any loan, credit, guarantee or warranty to any person;
2.1.8 At the request of Party A, they will provide Party A with all information concerning the operation and financial status of Party C;
2.1.9 In response to Party A’s request, they shall purchase necessary insurance for Party C’s assets and business from an insurance company approved by Party A, and the value and type of the insurance shall be consistent w...
Undertakings. Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which constitutes an undertaking whereby Indemnitee promises to repay any amounts advanced if and to the extent that it shall ultimately be determined that Indemnitee is not entitled to indemnification by the Company.
