Undertakings and Acknowledgments. You and the Guarantor undertake to:
16.1 notify us of any change to the details supplied by you in your Application Form and any material or anticipated change in your financial circumstances which may affect the basis upon which we do business with you;
16.2 notify us if any warranty or representation made by you or the Guarantor is or becomes incorrect or misleading;
16.3 do everything necessary to ensure that no Event of Default occurs;
16.4 supply to us when requested to do so such financial or other information relating to you or the Guarantor as we may from time to time reasonably request.
Undertakings and Acknowledgments. 12.1. We agree that neither one of us nor our lawyers will initiate any legal proceeding, or take any further steps in an existing legal proceeding, during the mediation process. The only exceptions to this are as follows:
(a) All Parties consent in writing prior to any action being taken; or
(b) There are urgent circumstances warranting an order without notice.
12.2. We agree that neither one of us nor our lawyers will, without the other Party’s prior written consent, take any of the following actions during the mediation process:
(a) Attempt to dispose of (including but not limited to destroy, sell, or transfer) or mortgage any property or asset or interest in a property or asset;
(b) Incur any significant debt; or
(c) Change beneficiaries of life insurance plans, death benefits, or health insurance plans.
Undertakings and Acknowledgments. 9.1 The Recipient must:
(a) (RERT Panel Agreement):
(i) (usage charge): enter into the RERT Panel Agreement with a usage charge for short notice reserve of not more than $[to be bid - not more than $1000] per MWh;
(ii) (maintain reserve): operate and maintain the reserve to ensure it remains capable of satisfying the contracted levels of performance at all times (as may be adjusted under the RERT Panel Agreement) during the Term;
(iii) (testing): request testing under the RERT Panel Agreement as frequently as permitted by clause [6.3] of the RERT Panel Agreement where testing is required to ensure evidence of its reserve during the First Test Period and within 2 months of the commencement of each Payment Period. For the avoidance of doubt, the Recipient may, but is not required to, request testing under the RERT Panel Agreement where the reserve has been activated by AEMO under a reserve contract within the relevant period;
(iv) (comply with RERT Panel Agreement and each reserve contract): comply with the RERT Panel Agreement and each reserve contract in all material respects;
(v) (information): provide ARENA with copies of all documents and notices issued to the Recipient by AEMO under the RERT Panel Agreement, including testing results, Requests for Tender and any notice of breach;
(vi) (not amend or terminate): not agree to amend or terminate the RERT Panel Agreement without ARENA's prior written consent; and
(vii) [For aggregation solutions only] (changes to underlying portfolio): ensure that any changes to the portfolio must not result in any material changes to the types of technologies delivering demand response or customer types represented in the Activity;
(b) (standards): undertake the Activity diligently, efficiently, safely and to a high professional standard and in accordance with this Agreement and the RERT Panel Agreement;
(c) (Laws): comply with:
(i) all applicable Laws; and
(ii) all relevant Australian industry standards, best practice and guidelines (including those specified in item 12 of the Project Details) or, where none apply, relevant international industry standards, best practice and guidelines;
(d) (privacy): use and ensure the use of Personal Information (as defined in the Privacy Act 1988 (Cth)) provided by ARENA or collected by or for the Recipient in connection with this Agreement only for the purposes of performing its obligations under this Agreement;
(e) (FOI): assist ARENA to comply with any request under the Freedom of I...
Undertakings and Acknowledgments. 5.1 The Investor undertakes as follows:-
(a) The Investor will promptly update ACES in writing should there be any changes to the Investor’s information as has been provided to ACES;
(b) The Investor will not howsoever contact the Investee directly (or indirectly through a third party) to provide or offer the provision of investments to the Investee without seeking ACES’ prior written consent;
(c) The Investor shall not raise any objections to the payment of fees and commissions from the aggregate Investment Amounts received by the Investee for ACES’ assistance in the Project.
5.2 The Investor acknowledges that:
(a) Each Investment Offer shall be made in minimum monetary blocks pursuant to the Investment Unit specified in relation to the Project, and in the event that the Investor wishes to make Investment Offers in such amounts that do not comply with the relevant Investment Unit, the Investor shall notify ACES in writing who will liaise with the Investee to see if such other investment amounts can be accommodated (without any guarantees or representations on the part of ACES in such regard);
(b) The Investor shall be required to acknowledge such risk disclosure statements and disclaimers as may be made available by ACES from time to time, whether via email, the Platform or such other means as may be selected by ACES in its sole discretion;
(c) Failure to transfer fully the amounts that tally with the Investor’s Investment Offer shall render Investor’s Investment Offer invalid, and the Investor must bear all bank transfer charges and administrative costs on its end;
(d) Each Investment Offer made by the Investor shall be irrevocable and pursuant to the terms and conditions applicable to the Project (including but not limited to the terms of a shareholders’ agreement, convertible note agreement or other documentation as may be applicable), but the acceptance of any Investment Offer by an Investee through the Platform shall be subject to the achievement of 50% (or such other percentage as listed in the Project Details) of the Target Sum and Completion shall be performed by the Investee. Accordingly, the Investor acknowledges that there is no legal obligation on the part of ACES to process or howsoever assist in Completion as it is the Investee who is wholly and solely responsible for fulfilling all requirements for the Completion, and ACES shall therefore bear no liability whatsoever with regards to any failure or delay by the Investee in fulfilling Complet...
Undertakings and Acknowledgments. 8.1 You undertake that throughout the term of the Client Agreement you will promptly:
a) notify us of any change to the details supplied by you in your Application Form and any material or anticipated change in your financial circumstances which may affect the basis upon which we do business with you;
b) notify us if any warranty or representation made by you is or becomes incorrect or misleading in writing and such notification shall be duly signed by you. Finexia Securities is entitled to rely fully on all warranties and representations made by you for all purposes until Finexia Securities receives such notification; and
c) supply to us when requested to do so such information relating to you as we may from time to time reasonably request.
8.2 You understand and accept that unless otherwise agreed by Finexia Securities in writing, any change to any aforesaid information shall not take effect until five (5) Business Days after the actual receipt by Finexia Securities of the relevant written notification.
Undertakings and Acknowledgments. 7.1 The Payee undertakes as follows:
(a) The Payee shall immediately inform MSense in writing of any change to any of the information provided by the Payee to MSense;
(b) The Payee shall not contact any Issuer or any shareholder, director, partner, officer or employee of any Issuer in connection with the Promissory Note or to provide or offer to provide additional loans to the Issuer.
(c) The Payee shall bear all costs and expenses of all enforcement of the legal rights of the Payee by MSense on behalf of the Payee, and shall pay to MSense any fees as described in Clause 4 above.
7.2 The Payee acknowledges that:
(a) Each Subscription Offer shall be for a minimum of S$1,000 or such other minimum sum as may be notified by MoolahSense on the Platform or specifically to the Payee from time to time;
(b) The Payee shall be required to acknowledge such risk disclosure statements and disclaimers as may be published on the Platform from time to time;
(c) In order for the Payee’s Subscription Offer to be submitted and accepted, the Payee must have transferred into the MSense Account funds in an amount not less than the amount of the Subscription Offer. MSense shall not extend any leverage or loans to the Payee to fund any Subscription Offer;
(d) Each Subscription Offer made by the Payee shall be irrevocable, but the acceptance of such Subscription Offer through the Platform shall not constitute any legal obligation on the part of MSense to process or fulfill the Subscription Offer and such Subscription Offer may be withdrawn or terminated by MSense in its absolute discretion at any time;
(e) Any enforcement by the Payee of its rights under the Promissory Note shall be done through the agency of MSense and/or the Platform.
Undertakings and Acknowledgments. 7.1 You undertake that throughout the term of the Client Agreement you will promptly:
a) notify us of any change to the details supplied by you in your Application Form and any material or anticipated change in your financial circumstances which may affect the basis upon which we do business with you;
b) notify us if any warranty or representation made by you is or becomes incorrect or misleading in writing and such notification shall be duly signed by you. OMF Markets is entitled to rely fully on all warranties and representations made by you for all purposes until OMF Markets receives such notification;
c) supply to us when requested to do so such information relating to you as we may from time to time reasonably request.
7.2 You understand and accept that unless otherwise agreed by OMF Markets in writing, any change to any aforesaid information shall not take effect until five (5) Business Days after the actual receipt by OMF Markets of the relevant written notification.
Undertakings and Acknowledgments. 8.1 Each of DAPL, CSL and COFCO Dairy confirms and undertakes to the other that it shall:
(a) co-operate with the other Parties and execute and deliver to each of the other Parties such instruments and documents and shall take (and where applicable, shall procure its affiliates to take) such other actions as may reasonably be requested from time to time in order to carry out the intended purposes of the Transaction Documents. Without limiting the foregoing, none of DAPL, CSL nor COFCO Dairy shall make an application seeking an order from the courts of Hong Kong to cancel the Special Resolution (or any Subsequent Special Resolution);
(b) vote its shares in CDI so as to give full effect to: (i) the Transaction Documents; (ii) the Reduction of Capital; (iii) the Share Repurchase; and (iv) the transfer to DAPL of the Mengniu Conversion Shares and the CMD Conversion Shares and the payment of the CDI Cash Consideration;
(c) in the event that the Seven-Week Period for the Reduction of Capital has lapsed prior to the receipt of the SASAC Approval referred to in Clause 4.1(b), immediately co-operate with the other Parties and re-take the actions required under Clauses 8.1(a) and (b) to effect the Transaction, including: (i) any actions required for the Reduction of Capital and Share Repurchase; and (ii) voting its shares in CDI so as to give full effect to any further shareholders’ resolutions re-approving the Reduction of Capital (each a Subsequent Special Resolution); and
(d) cause each director nominated by it to the Board to take all steps necessary to carry out the intended purposes of the Transaction Documents.
8.2 Each of CSL and COFCO Dairy acknowledges to DAPL that it shall not exercise any pre-emption rights in relation to the transfer of the Mengniu Conversion Shares, the CMD Conversion Shares or the purchase of the Repurchase Shares nor any rights to participate in the Share Repurchase under the CDI Shareholders’ Agreement or otherwise.
8.3 To the extent permitted by law, the Parties agree to (a) cooperate in good faith in relation to the timely satisfaction of any compliance obligations in relation to Tax in respect of the Transactions; and (b) without prejudice to the generality of item (a) of this Clause 8.3, provide such information and assistance as any other Party may reasonably request for the purposes of (i) satisfying any Hong Kong, PRC or Singapore Tax regulations or requirements applicable in respect of the Transactions; or (ii) responding to...
Undertakings and Acknowledgments. 8.1 You undertake that throughout the term of the Client Agreement you will promptly:
(a) notify us of any change to the details supplied by you in your Application Form and any material or anticipated change in your circumstances which may affect the basis upon which we do business with you;
(b) notify us if any warranty or representation made by you is or becomes incorrect or misleading in writing and such notification shall be duly signed by you. Oli Capital is entitled to rely fully on all warranties and representations made by you for all purposes until Oli Capital receives such notification;
(c) supply to us when requested to do so such information relating to you as we may from time to time reasonably request.
8.2 You understand and accept that unless otherwise agreed by Oli Capital in writing, any change to any aforesaid information shall not take effect until 5 days after the actual receipt by Oli Capital of the relevant written notification.
8.3 Copyright of all materials produced by us in providing the Services belongs to Oli Capital. Oli Capital reserves the right to publish any of the materials produced by us in providing the Services on any media channels at any costs.
8.4 Unauthorised copying, reproduction, hiring, lending, publishing or any other way of distributing any of the materials produced by us and provided to you as part of the Services, are prohibited.
Undertakings and Acknowledgments. I) We agree that neither one of us nor our lawyers acting on our behalf will initiate, or take any new steps, in any legal proceedings while the mediation is in progress. The only exceptions to this are:
a) matters where we both consent prior to any action being taken;
b) matters warranting an emergency order without notice.
II) We agree that during these negotiations neither of us will, without the written consent of the other party :
a) attempt to dispose of or mortgage any property;
b) incur any significant debt or;
c) change beneficiaries of life insurance plans, death benefits or health insurance plans.
