Undertakings of the Obligors Sample Clauses

Undertakings of the Obligors. Until the Discharge Date, no Obligor shall (and the Company shall ensure that no member of the Group will), except with the prior consent of the Majority Lenders: (a) pay, repay or prepay and principal, interest or other amount on or in respect of, or make any distribution in respect of, or redeem, purchase or defease, any Hedging Debt or any Long Term Hedging Debt in cash or in kind, except as permitted by paragraph 5.1 (Permitted Hedging Payments); (b) exercise any set-off against any Hedging Debt or any Long Term Hedging Debt, except as permitted by paragraph 5.1 (Permitted Hedging Payments); (c) create or permit to subsist any Security over any of its assets, or give any guarantee, for, or in respect of, any Hedging Debt, other than under any Security Document and the guarantees in any applicable Senior Finance Document; (d) create or permit to subsist any Security over any of its assets, or give any guarantee, for, or in respect of, any Long Term Hedging Debt, other than under any Long Term Hedging Security Document; (e) terminate (or close out any transaction under) any Hedging Document or any Long Term Hedging Document prior to its stated maturity.
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Undertakings of the Obligors. Each Obligor hereby undertakes that it will not, and each Secured Creditor hereby acknowledges that no Obligor will, unless expressly permitted or required by this Deed: 9.2.1 discharge any of the Secured Obligations save to the extent permitted by Clause 8.1 (Permitted Actions), Clause 8.2 (Pre-Acceleration Payment Priorities), Clause 8.3 (Post-Acceleration Payment Priorities), Clause 8.4 (Permitted Deductions) or Clause 9.5 (Permitted Payments); 9.2.2 pay, prepay, repay, redeem, purchase, voluntarily terminate or otherwise acquire any of the Secured Obligations save to the extent permitted by Clause 8.1 (Permitted Actions), Clause 8.2 (Pre-Acceleration Payment Priorities), Clause 8.3 (Post-Acceleration Payment Priorities), Clause 8.4 (Permitted Deductions) or Clause 9.5 (Permitted Payments); 9.2.3 create or permit to subsist any Security for, or in respect of, any of the Secured Obligations other than (a) the Original Transaction Security, (b) pursuant to the terms of the Relevant Documents, or (c) to the extent permitted by Clause 8.1 (Permitted Actions); 9.2.4 discharge the whole or any part of the Secured Obligations by cash payment, set-off, any right of combination of accounts or in any other manner whatsoever save to the extent permitted by Clause 8.1 (Permitted Actions), Clause 8.2 (Pre-Acceleration Payment Priorities), Clause 8.3 (Post-Acceleration Payment Priorities), Clause 8.4 (Permitted Deductions) or Clause 9.5 (Permitted Payments); 9.2.5 except as permitted by Clause 7 (Amendments, Consents and Waivers), agree to any amendment of the Relevant Documents to which such Obligor is a party; or 9.2.6 take or omit to take any other action in relation to the Relevant Documents, the Secured Obligations or the Transaction Security whereby any ranking and/or subordination contemplated by this Deed may be impaired.
Sample 1
Undertakings of the Obligors. (a) Each of the Obligors unconditionally and irrevocably agrees and undertakes, on the basis of joint and several liability, to procure and ensure that on or before 21 November 2001, an amount in euro of five million eight hundred and seventy two thousand two hundred and sixty three euro (EUR 5,872,263) (comprising three million three hundred and sixty five thousand three hundred and eighty five euro (EUR 3,365,385) of principal and two million five hundred and six thousand eight hundred and seventy eight euro (EUR 2,506,878) of interest) and an amount in forint of seven hundred and fifty seven million two hundred and ninety eight thousand one hundred and forty six forints (HUF 757,298,146) (comprising four hundred and twenty million one hundred and ninety four thousand two hundred and thirty one forints (HUF 420,194,231) of principal and three hundred and thirty seven million one hundred and three thousand nine hundred and fifteen forints (HUF 337,103,915) of interest) which are the euro and forint amounts respectively that are due to be paid by the Borrowers to the Finance Parties on 31 December 2001 in respect of principal and on 28 December 2001 in respect of interest, arising pursuant to the Senior Secured Debt Facility Agreement, shall be deposited into Escrow Account(s) and hereby unconditionally and irrevocably instructs and directs the Facility Agent to forward such amount to the relevant Finance Parties on 31 December 2001, in accordance with and as provided for in the Senior Secured Debt Facility Agreement. Each of the Obligors unconditionally and irrevocably agrees and undertakes, on the basis of joint and several liability, to procure and ensure that: (A) on no later than the date of this Agreement, adequate funds are held by the Obligors in bank accounts held with Postabank es Takarekpenztar Rt. to fund the deposits provided for above; and (B) irrevocable bank transfer instructions are given to Postabank es Takarekpenztar Rt. for the transfer of the amounts provided for above to the relevant Escrow Accounts. (b) Each of the Obligors unconditionally and irrevocably agrees and undertakes, on the basis of joint and several liability, to procure and ensure that during the period between 1 May 2002 and 12 May 2002 (inclusive), an amount in euro of four million two hundred and six thousand seven hundred and thirty one euro (EUR 4,206,731) and an amount in forint of five hundred and twenty five million two hundred and forty two thousand seven hundre...
Sample 1
Undertakings of the Obligors 
Sample 1

Related to Undertakings of the Obligors

  • UNDERTAKINGS OF THE PLEDGOR Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee: 8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee. 8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • Conditions to the Obligations of the Seller Each and every obligation of the Seller under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Seller:

  • Conditions to the Obligations of the Manager The obligations of the Manager under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) the performance by the Company of its obligations hereunder and (iii) the following additional conditions:

  • Conditions to the Obligations of the Parties The obligations of each Party to consummate the Transactions shall be subject to the satisfaction or written waiver (where permissible) by the Company and CCTS of the following conditions: (a) the applicable waiting period (and any extension(s) thereof) relating to the Transactions shall have expired or been terminated and any other applicable Consent shall have been obtained (or deemed, by applicable Law, to have been obtained), as applicable, so that the Transactions are deemed to be cleared, approved or consented to under any applicable Antitrust Law; (b) no Order or Law issued by any court of competent jurisdiction or other Governmental Entity or other legal restraint or prohibition, in each case preventing the consummation of the Transactions, shall be in effect, including, for the avoidance of doubt, a failure to obtain the requisite auditor’s statements required under Dutch law in order to consummate the Holdco Reorganization and issuance of the Holdco Shares in connection with the Merger; (c) the Registration Statement/Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement/Proxy Statement shall have been issued under the Securities Act and shall remain in effect with respect to the Registration Statement/Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (d) the Required CCTS Shareholder Approval shall have been obtained; (i) Holdco’s initial listing application with Nasdaq in connection with the Transactions shall have been approved such that, immediately following the Closing, Holdco shall satisfy any applicable initial and continuing listing requirements of Nasdaq, (ii) Holdco shall not have received any notice of non-compliance therewith, and (iii) the Holdco Shares and Holdco Warrants to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject to official notice of issuance; (f) after giving effect to the Transactions (including the CCTS Shareholder Redemption), Holdco shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing; provided, that the condition set forth in this Section ‎7.1(f) shall not be applicable to the extent that such requirement has been validly removed from the Governing Documents of CCTS prior to or in connection with the CCTS Shareholders Meeting.

  • Conditions of the Obligations of the Initial Purchasers The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

  • Termination of the Obligations of the Underwriters The obligations of the Underwriters to purchase the Notes on the Closing Date shall be terminable by the Representatives by written notice delivered to the Issuer and the Company if at any time on or before the Closing Date (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, or there shall have been any setting of minimum prices for trading on such exchange, (b) a general moratorium on commercial banking activities in New York or Virginia shall have been declared by any of Federal, New York state or Virginia state authorities, (c) there shall have occurred any material outbreak or escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the Representatives’ reasonable judgment, impracticable to market the Notes on the terms and in the manner contemplated in the Prospectus or (d) any change or any development involving a prospective change, materially and adversely affecting (i) the Trust Assets taken as a whole or (ii) the business or properties of the Issuer, the Company or the Seller occurs, which, in the Representatives’ reasonable judgment, in the case of either clause (i) or (ii), makes it impracticable or inadvisable to market the Notes on the terms and in the manner contemplated in the Prospectus. Upon such notice being given, the parties to this Agreement shall (except for the liability of the Issuer, the Company and the Seller under Section 9 and Section 10 of this Agreement and the liability of each Underwriter under Section 17 of this Agreement) be released and discharged from their respective obligations under this Agreement.

  • Conditions of the Obligations of the Underwriters The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties of the Company herein (as though made on such Closing Date), to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • Conditions to the Obligations of the Purchasers The obligation of each of the Purchasers to purchase Shares at the Closing is subject to the fulfillment, or the waiver by such Purchaser, of each of the following conditions on or before the Closing:

  • Conditions of the Obligations of the Underwriter The obligations of the Underwriter hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

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