Undertakings, Representations and Warranties Sample Clauses

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. (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. 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. 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) solely in order to protect or preserve the Security granted to the Secured Parties).

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. 6.1 Each of XXX and the Company hereby represents and warrants to each other, which representations and warranties shall survive the execution and delivery of this Agreement and the carrying out of the transactions herein contemplated, as follows: (a) it is a limited company duly incorporated, validly existing and in good standing under the laws of its country of incorporation; and (b) it has all the requisite power and capacity to enter into and perform its obligations under this Agreement. This Agreement and all documents and instruments executed pursuant hereto are, and when delivered will be, valid and legally binding obligations of XXX or the Company and that the execution, performance and implementation of this Agreement and the matters contemplated hereby has been duly authorized by all necessary corporate action and this Agreement has been duly executed by XXX or the Company (as the case may be). 6.2 XXX hereby undertakes with the Company that it will use due care and diligence in providing the Goods and Services to the Matrix Group.

Undertakings, Representations and Warranties. 5.1 Each of the GLAM II and SFH represents and warrants to the other that: (a) the representations and warranties in this Clause 5.1 are true: (i) as at the date of this Agreement; and (ii) as at the Closing Date, by reference to the facts and circumstances existing at such dates; (b) It has been duly incorporated and organized, and is validly existing under the laws of the Cayman Islands. (c) It has all requisite power and authority to execute, deliver and perform its obligations pursuant to this Agreement (and the Investment Agreements, in the case of SFH). All actions on its part necessary for the authorization, execution, delivery of and the performance of all of its obligations pursuant to this Agreement (and the Investment Agreements, in the case of SFH) have been taken. (d) Assuming the due authorization, execution and delivery hereof by the other Parties hereto, this Agreement (and the Investment Agreements, in the case of SFH) constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. (e) The execution, delivery and performance of this Agreement (and the Investment Agreements, in the case of SFH) by it shall not: (i) violate any provision of its constitutional documents; (ii) conflict with or result in any breach or violation of any of the terms and conditions of, or constitute (or with notice or lapse of time or both constitute) a default under, any agreement to which it is a party or by which it is bound; or (iii) violate any law or regulation of the country where it is incorporated or any other jurisdiction in which it maintains a business presence. (f) To its knowledge, no order has been made, petition presented, resolution passed or meeting convened for its winding up and there are no cases or proceedings under any applicable insolvency, reorganization, or similar Laws concerning it. 5.2 GLAM II represents and warrants to SFH as at the date of this Agreement and as at the Closing Date that it is the sole beneficial owner of, and has full authority to sell, transfer or dispose of, the Sale Shares and that the Sale Shares are free and clear of all Encumbrances. 5.3 SFH represents and warrants to GLAM II that (a) as at the Closing Date it has full authority to sell, transfer or dispose of, the SFH ADS, (b) as at the Closing Date it...