UNDERTAKINGS OF BORROWER Sample Clauses

UNDERTAKINGS OF BORROWER. From and after the date of this Agreement (or the Effective Date if earlier), the Borrower will not [and no Partner will**] without the prior written consent of the FSA:- (1) secure all or any part of the Subordinated Liabilities; (2) redeem, purchase or otherwise acquire any of the Subordinated Liabilities; (3) amend any document evidencing or providing for the Subordinated Liabilities; (4) repay any of the Subordinated Liabilities otherwise than in accordance with the terms of this Agreement; (5) take or omit to take any action whereby the subordination of the Subordinated Liabilities or any part of them to the Senior Liabilities might be terminated, impaired or adversely affected.
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UNDERTAKINGS OF BORROWER. Until such time as the Loan is fully repaid, the Borrower undertakes towards the Lender (or undertakes to cause the following, as applicable), as follows: (a) Any proceeds and/or monies payable to the Borrower from any individual and/or company at any time, with the exception of Smile and/or Internet Gold, shall be paid exclusively to the Encumbered Account; (b) the Borrower shall not withdraw any funds from the Encumbered Account, with the exception of the Permitted Expenses, as defined in Section 5.7, and other than in accordance with the provisions of Sections 6.6 and 5.28.3 of this Agreement. 5.2. Not to agree to any modification to the Purchaser's incorporation documents which contradict the provisions of this Agreement without the Lender's prior written consent. 5.3. The Borrower may not declare, pay, distribute or (as applicable) perform or undertake to declare, pay, distribute or perform any management fees and/or dividends and/or other distribution and/or any payments (principal, interest or any other payment) including on account of shareholders loans and/or management fees and/or fees, however they are titled, directly or indirectly, in cash, cash equivalent or in any other manner and/or provide loans of any type whatsoever except (a) subject to performance of the provisions of Section 6.6 of this Agreement regarding the release of funds from the Encumbered Account and the release of funds from the Bank Account, as set forth in Section 6.6.9; and (b) with the exception of the Permitted Expenses, in accordance with the provisions of Section 5.7; and (c) other than pursuant to the provisions of Section 5.28.3. (a) The Borrower shall not have obligations and undertakings except as set forth in Section 4.7 and 5.7 of this Agreement; and (b) the Borrower shall not provide loans or other financing and/or act as guarantor for any third party to guarantee payment of third party obligations and undertakings, without the prior written consent of the Lender, and the Borrower has not provided such loans or signed any guarantees in favor of any third parties or undertaken to provide any such loans or guarantees. The provisions of this Section above shall not apply to (i) a shareholder loan to the Purchaser, which may be provided to the Purchaser on the Closing Date for the purpose of completing the acquisition of control transaction, and additional shareholder loans which the Borrower may provide to the Purchaser from time to time (hereinafter, the "Purchase...
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UNDERTAKINGS OF BORROWER. From and after the date of this Agreement (or the Effective Date if earlier), the Borrower will not [and no Partner will**] without the prior written consent of the FCA:- (1) secure all or any part of the Subordinated Liabilities; (2) redeem, purchase or otherwise acquire any of the Subordinated Liabilities; (3) amend any document evidencing or providing for the Subordinated Liabilities; (4) repay any of the Subordinated Liabilities otherwise than in accordance with the terms of this Agreement; (5) take or omit to take any action whereby the subordination of the Subordinated Liabilities or any part of them to the Senior Liabilities might be terminated, impaired or adversely affected. MIPRU Chapter 4 - 1 January 2007 4
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UNDERTAKINGS OF BORROWER. Borrower hereby undertakes, during the period commencing with the Closing Date and ending with the date on which the Loan is paid in full, as follows: (a) To furnish Lender with (i) sufficient copies of its audited annual report or audited annual financial statements, as the case may be, prepared in accordance with generally accepted accounting principles consistently applied and certified by the public accounting firm of Borrower, as soon as the same are made available by Borrower to the shareholders of Borrower, but in no event later that 120 days after the end of Borrower's fiscal year, which annual financial statements shall set forth the previous year's results in comparative form and (ii) its quarterly unaudited financial statements, prepared and/or certified by the public accounting firm of Borrower in conformity with the laws and regulations applicable to Borrower as a publicly traded company, within 30 days following the close of each of the fiscal quarters of Borrower, which quarterly financial statements shall set forth the previous year's results in comparative form; (b) To furnish Lender with proof satisfactory to Lender that all insurance required under the Security Agreement is in full force and effect on the Closing Date and at each renewal (but no less frequently than once a year) of any such contract or policy of insurance or upon Lender's request; (c) To at all times preserve and keep in full force and effect its corporate existence, its rights and franchises deemed material to its performance under this Agreement and the other Loan Documents as in effect on the Closing Date; (d) To at all times be in good standing as a Delaware corporation and qualified to do business in all jurisdictions where the nature of its business or properties requires it to be so qualified; (e) Not, without the prior written consent of Lender (which consent shall not be unreasonably withheld by Lender), to merge with or into or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to any entity; (f) To furnish to Lender within thirty (30) days of the last day of each calendar quarter, and at any other time upon Lender's request to Borrower therefor, a statement, prepared and certified by the Chief Financial Officer of Borrower, stating that, as of the date thereof, no condition or event which constit...
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UNDERTAKINGS OF BORROWER. So long as any Senior Debt is or may become outstanding, the Borrower undertakes to the Lender that it will not: 3.1.1 discharge any of the Subordinated Debt; 3.1.2 create or permit to subsist any security over any of its assets for, or any guarantee, indemnity or other assurance against financial loss in respect of, any of the Subordinated Debt; 3.1.3 pay, repay, prepay, redeem, pay any interest, fees, dividends or commissions on or by reference to, purchase or otherwise acquire, any of the Subordinated Debt in cash or in kind nor allow any of its Subsidiaries to do so; 3.1.4 purchase or acquire any of the Subordinated Debt or any interest therein nor allow any of its Subsidiaries to do so; 3.1.5 amend, waive or release any term of the Subordinated Documents, except for an amendment, waiver or release which does not prejudice any Senior Debt, the Lender or impair the subordination contemplated by this Deed; or 3.1.6 take or omit to take any action whereby the subordination contemplated by this Deed may be impaired.
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UNDERTAKINGS OF BORROWER. 2.1 The Borrower hereby undertakes that it will provide the related documentations and other information upon the reasonable request by the Advisor and communicate and coordinate with the Advisor so that the Advisor can provide the Service.
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UNDERTAKINGS OF BORROWER. From and after the date of this Agreement (or the Effective Date if earlier), the Borrower will not [and no Partner will**] without the prior written consent of the FCA or PRA (delete as appropriate):- (1) secure all or any part of the Subordinated Liabilities; (2) redeem, purchase or otherwise acquire any of the Subordinated Liabilities; (3) amend any document evidencing or providing for the Subordinated Liabilities; (4) repay any of the Subordinated Liabilities otherwise than in accordance with the terms of this Agreement; (5) take or omit to take any action whereby the subordination of the Subordinated Liabilities or any part of them to the Senior Liabilities might be terminated, impaired or adversely affected.
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UNDERTAKINGS OF BORROWER. The Borrower hereby undertake with the Lender that so long as the New Loan is in force or any monies or Obligations are outstanding under this Agreement: (i) The Borrower will promptly pay and discharge, or cause to be paid and discharged, when due and payable, all taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Borrower, including, without limitation, any taxes or stamp duties arising from Lender’s taking action against the Security or exercising the Purchase Right; provided, however, that any such tax, assessment, charge or levy need not be paid currently if (i) the validity thereof shall currently and diligently be contested in good faith by appropriate proceedings, (ii) such tax, assessment, charge or levy shall have no effect on the lien priority of the Lender in any property of the Borrower and (iii) if the Borrower shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP; and provided, further, that the Borrower will pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien which may have attached as security therefor. Borrower shall also provide the Lender with evidence that all and any obligations to Inland Revenue including corporate and property taxes are met in each successive tax period; and (ii) if Borrower shall be required by law to deduct or withhold in respect of any and all present or future taxes, levies, imposts, deductions and other governmental charges or withholdings, and all interest, penalties and other liabilities with respect thereto, imposed by any jurisdiction (or any political subdivision thereof) (“Taxes”) other than, with respect to the Lender, any Taxes (including income, branch profits or franchise taxes) imposed on or measured by its net income (“Indemnified Taxes”) from or in respect of any sum payable hereunder to the Lender, then: (A) the sum payable shall be increased by such additional amount (the "Supplemental Amount") as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to such Supplemental Amount) the Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made; (B) the Borrower shall make the appropriate deductions or withholdings and shall pay the full amount deducted or withheld to the relevant taxing authority or other...
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Related to UNDERTAKINGS OF BORROWER

  • Condition of Borrower or Guarantor The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders, partners or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

  • Location of Borrower The Borrower's place of business (or, if the Borrower has more than one place of business, its chief executive office) is located at the address listed under the Borrower's signature on this Agreement.

  • NO DEFENSES OF BORROWER Borrower hereby acknowledges and agrees that Borrower has no offsets, defenses, claims, or counterclaims against Bank with respect to the Obligations, or otherwise, and that if Borrower now has, or ever did have, any offsets, defenses, claims, or counterclaims against Bank, whether known or unknown, at law or in equity, all of them are hereby expressly WAIVED and Borrower hereby RELEASES Bank from any liability thereunder.

  • Reaffirmation of Credit Party Obligations Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

  • Replacement of Borrower From time to time and subject to the successor Borrower’s meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VI attached hereto (a “Notice of Replacement Subordination Agent”) delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be substituted for the Borrower for all purposes hereunder.

  • Cooperation of Borrower If necessary, Borrower agrees to (i) execute any documents (including new Secured Promissory Notes) reasonably required to effectuate and acknowledge each assignment of a Term Loan Commitment or Loan to an assignee in accordance with Section 12.1, (ii) make Borrower’s management available to meet with Collateral Agent and prospective participants and assignees of Term Loan Commitments or Credit Extensions (which meetings shall be conducted no more often than twice every twelve months unless an Event of Default has occurred and is continuing), and (iii) assist Collateral Agent or the Lenders in the preparation of information relating to the financial affairs of Borrower as any prospective participant or assignee of a Term Loan Commitment or Term Loan reasonably may request. Subject to the provisions of Section 12.9, Borrower authorizes each Lender to disclose to any prospective participant or assignee of a Term Loan Commitment, any and all information in such Lender’s possession concerning Borrower and its financial affairs which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement, or which has been delivered to such Lender by or on behalf of Borrower in connection with such Lender’s credit evaluation of Borrower prior to entering into this Agreement.

  • Borrower The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

  • Condition of Borrowers Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrowers and any other guarantor such information concerning the financial condition, business and operations of the Borrowers and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrowers or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

  • Condition of Borrower Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

  • COVENANTS OF BORROWER Borrower agrees as follows:

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