Undertakings, Representations and Warranties. Any representations, warranties or undertakings to be included in any Security Document shall be limited to such provisions which are required for the creation or perfection of the Collateral and be no more onerous (to the extent to which the subject matter of such representation, warranty and undertaking is the same as the corresponding representation, warranty and undertaking in this Agreement) than the equivalent provision set out in this Agreement.
Undertakings, Representations and Warranties. 21.1 The Customer undertakes, represents and warrants to the Bank, as of the date of accepting these Terms and Conditions and as of each time an Instruction is given to the Bank or a Transaction is entered into, that:
(a) where it is a corporation or Unincorporated Entity, the Customer is duly incorporated or otherwise properly constituted and validly existing under the laws of its place of incorporation/constitution and where the Customer is an individual, the Customer is of full age and capacity;
(b) the Customer has full capacity, power and authority to execute, deliver, exercise its rights, perform and comply with its obligations under the Agreement;
(c) the opening and maintenance of the Account, the giving of Instructions, entering into of Transactions and the Customer’s execution and delivery of and performance of its obligations under the Agreement does not and will not violate or conflict with or constitute a default or exceed any limitation under any provision of the constitutional documents (where it is a corporation or Unincorporated Entity) or the constitutive documents of the trust (where it is acting as trustee) or any instrument or agreement with any other party or of any judgment, order, injunction, decree, determination or award of any courts or any judicial, administrative or governmental authority or organisation presently applicable to it or any Laws or regulations;
(d) the Agreement constitutes the Customer’s legal, valid and binding obligations enforceable against it in accordance with its terms;
(e) no action, suit or proceedings at Law or in equity (whether in Hong Kong or elsewhere) before any court, tribunal, arbitral or administrative body or government agency that is likely to affect the legality, validity or enforceability against the Customer of the Agreement or of the Customer’s ability to perform the obligations under the Agreement is pending or, to the Customer’s knowledge, threatened;
(f) no legal or other proceedings have been initiated or threatened and no meeting has been convened for the bankruptcy, dissolution, liquidation, winding-up, judicial management, termination of existence or reorganisation of the Customer or for the appointment of a receiver, manager (judicial or otherwise), trustee or similar officer and no arrangement, composition with, or any assignment for the benefit of creditors have been made or proposed to be made against the Customer;
(g) except as otherwise notified, the Account(s) is opened, maint...
Undertakings, Representations and Warranties. 6.1 During the Waiver Period, you shall promptly notify us if:
(i) a Termination Event occurs or is reasonably likely to occur; or
(ii) any Enforcement Action is commenced against a Group Member.
6.2 During the Waiver Period you shall promptly notify us if any Group Member enters into any amendment or waiver in relation to any agreement in respect of any Financial Indebtedness of any Group Member and shall inform the Agent of the content of the amendment or waiver.
Undertakings, Representations and Warranties. (a) Any representations, warranties or undertakings which are required to be included in any Transaction Security Document shall reflect (to the extent to which the subject matter of such representation, warranty and undertaking is the same as the corresponding representation, warranty and undertaking in this Agreement) the commercial deal set out in this Agreement (save to the extent that Secured Parties' local counsel deem it necessary to include any further provisions (or deviate from those contained in this Agreement) in order to protect or preserve the Security granted to the Secured Parties).
(b) There shall be no additional Events of Default or requirements to pay costs, provisions for default or penalty interest, tax gross-up or any indemnities in the Transaction Security unless the security provider is not a party to this Agreement or these are required as a matter of local law for the creation or perfection of the Security and are identical (mutatis mutandis) to those contained in this Agreement.
(c) Information, such as lists of assets, will be provided if, and only to the extent, required by local law to be provided to perfect or register the security and, unless required to be provided by local law more frequently, be provided semi-annually (or, following an Event of Default which is continuing, on the Security Agent's request).
(d) The Security Agent, Lenders and/or hedging providers (as applicable) shall only be able to exercise a power of attorney following the occurrence of an Event of Default and for so long as it is continuing or if the relevant Obligor has failed to comply with a further assurance or perfection obligation within five Business Days of being notified of that failure and being requested to comply.
(e) The Transaction Security Documents should not operate so as to prevent transactions which are permitted under this Agreement or to require additional consents or authorisations from the Finance Parties that would not otherwise be required under the Finance Documents.
(f) The Transaction Security Documents will not accrue interest on any amount in respect of which interest is accruing under this Agreement.
Undertakings, Representations and Warranties. 8.2.1 The Client hereby under takes and /or agrees that: (a) the Client will not request PCSL to make an Application and the New Issue to which the Application relates unless all of the following under takings, representations and warranties (“Representations and Warranties”) are true, complete and correct at the time of making such request; (b) upon making such a request, the Client will be deemed to give to PCSL the Representations and Warranties; (c) the Representations and Warranties will continue to be true, complete and correct at all relevant times after such request is made; and (d) PCSL will rely on the Representations and Warranties to give similar undertakings, representations and warranties to any Relevant Person for and on behalf of the Client.
8.2.2 The Representations and Warranties shall include:
(a) the Client fully understands the prospectus, application forms and/or other relevant offering documents, and the Application is subject to the terms and conditions of such prospectus, application forms and/or relevant offering documents (including the discretion of the relevant issuer to determine on the final pricing of Securities of the New Issues) or, in the absence of any written offering documents, the Client fully understands the terms and conditions of the relevant subscription /purchase;
(b) the Client is acting as principal;
(c) the Application is solely or intended to be solely made for the Client in respect of the New Issue which may be made by the Client or by anyone applying as the Client’s agent or by any other persons acting for the benefit of the Client;
(d) if the Client is an unlisted company which does not carry on any business other than dealing in securities, the Application by that Client for such New Issue will be intended to be made for the benefit of the person, who can exercise legal control over that Client;
(e) the Client makes all the representations, warranties and declarations required to be made by an applicant for the Securities of the New Issues in the prospectus, application forms and/or other relevant offering documents or as required by the Relevant Persons, or legislation, rule or regulation to make, in the absence of any written offering documents, the Client makes all the representations, warranties and declarations required to be made by an applicant in the terms and conditions of the relevant subscription/purchase;
(f) the Client agrees to be bound by all applicable announcements made by any Relevant Pe...
Undertakings, Representations and Warranties. Any representations, warranties or undertakings which are required to be included in any Transaction Security Document shall reflect (to the extent to which the subject matter of such representation, warranty and undertaking is the same as the corresponding representation, warranty and undertaking in this Agreement) the commercial deal set out in this Agreement (save to the extent that Secured Parties' local counsel deem it necessary to include any further provisions (or deviate from those contained in this Agreement) in order to protect or preserve the Security granted to the Secured Parties). 0081727-0000042 SN:12155633.21 248
Undertakings, Representations and Warranties. 1Any representations, warranties or undertakings which are required to be included in any Foreign Collateral Document shall reflect (to the extent to which the subject matter of such representation, warranty and undertaking is the same as the corresponding representation, warranty and undertaking in this Agreement) the commercial deal set out in this Agreement (save to the extent that Secured Parties’ local counsel deem it necessary to include any further provisions (or deviate from those contained in this Agreement) in order to protect, perfect or preserve the security granted to the Secured Parties).
Undertakings, Representations and Warranties. 6.1 During the Waiver Period, you shall promptly notify us if:
(i) a Termination Event occurs or is reasonably likely to occur; or
(ii) any Enforcement Action is commenced against a Group Member.
6.2 During the Waiver Period, no Security Party shall enter into any waiver, modification or amendment to any Other Credit Agreement (other than the Hayfin Credit Agreement) which grants more favourable provisions or treatment to the lenders or financiers thereunder unless each of the Finance Parties receives the benefit of such more favourable provisions as soon as reasonably practicable thereafter and on the same terms.
6.3 During the Waiver Period you shall promptly notify us if any Group Member enters into any amendment or waiver in relation to any agreement in respect of any Financial Indebtedness of any Group Member and shall inform the Agent of the content of the amendment or waiver.
Undertakings, Representations and Warranties. (a) The Consultant acknowledges and agrees that the Client shall have the right to terminate or suspend its involvement, undertakings and/or dealings in connection with the Consultant without liability and with immediate effect where the Client reasonably believes that any non-compliance or infringement of any of the InfraCo Standards has occurred.
(b) The Consultant shall provide the Client with such further assurances or certificates that the Client may request from time to time, including to certify to the Client, in writing, signed by a duly appointed and authorized officer of the Consultant, that the Consultant and its personnel, sub- consultants and sub-contractors and any persons acting for or on behalf of the Consultant in connection with the Contract have at all times during the relevant preceding period complied with the InfraCo Standards. The Consultant shall provide such supporting evidence of compliance as the Client may reasonably request.
(c) The Consultant acknowledges and agrees that the Client (itself or through its representatives) may inspect the conduct and performance of the Services and any Exceptional Services and review and make copies of all relevant books, records and accounts of the Consultant in connection with the Contract, and continue to monitor and conduct background checks on the Consultant, its associates and/or affiliates for the purposes of monitoring compliance with the InfraCo Standards. The Consultant shall provide the Client with unobstructed access to all relevant sites, books, records and accounts for such purpose.
(d) The Consultant represents, warrants and undertakes that:
(i) it shall do everything within its power to ensure that the Services and any Exceptional Services are conducted and implemented in accordance with the InfraCo Standards;
(ii) that it is aware of and has considered the Client's policy of zero tolerance towards bribery and corruption in agreeing to enter into the Contract and undertake the Services and any Exceptional Services, and that it is aware of and has considered that the Client is subject to the InfraCo Standards prohibiting improper payments and bribes to private sector persons and to Public Officials, and that neither the Consultant, nor any persons acting for or on behalf of it in connection with this Contract, has taken, or will take any action or engage in any activity which would lead to the Client being in violation of the InfraCo Standards;
(iii) it does not engage in Bribery,...
Undertakings, Representations and Warranties. 10.01 Each of the Owners (in respect of its Buses) hereby undertakes, warrants and represents to the Lessee that:-
(i) it is the legal and beneficial owner of the Buses and that this Agreement constitutes valid and binding obligations of such Owner in accordance with its terms;
(ii) save for otherwise disclosed to the Lessee, there are no claims, charges, liens, equities, encumbrances or third party rights of any kind on the Buses;
(iii) consents from the mortgagee(s) of any mortgage of the Buses in relation to any Lease have been duly obtained;
(iv) the Buses, when delivered at the relevant delivery date, are fit for the Purposes;
(v) the details as regards the Buses as set out in Schedule 1 are in all respects true and accurate;
(vi) each of the Buses meets the standards as required for deployment as a scheduled public light bus and is suitable for being used as a scheduled public light bus in Hong Kong;
(vii) each of the Buses is under a subsisting vehicle registration licence (public light bus) issued by the Transport Department under the Road Traffic Ordinance (Chapter 374 of the Laws of Hong Kong);
(viii) it will promptly pass on all notices and correspondence in relation to the Buses to the Lessee; and
(ix) it will not do, or permit to be done, anything which will render any of the insurances covering the Buses to be revoked, withdrawn, or the premium for comprehensive insurances (if applicable) to be increased.
10.02 Each of the Owners hereby undertakes, represents and warrants to the Lessee that each of the Warranties is at the date hereof and at the commencement of the Lease Period true, accurate and not misleading in any respects and such Warranties are deemed to be repeated on each day of the Lease Period with reference to the facts and circumstances subsisting at such time. The Warranties are also deemed to be repeated every time when any additional, substituting or replacement Bus is delivered to the Lessee pursuant to this Agreement.
10.03 Each of the Warranties shall be construed as a separate and independent undertaking and warranty to the intent that the Lessee shall have a separate claim and right of action in respect of any breach thereof and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other term of this Agreement.
10.04 Each of the Owners undertakes to indemnify and keep indemnified the Lessee, the Company and its subsidiar...
