UNDERTAKINGS AND AGREEMENTS Clause Examples

The "Undertakings and Agreements" clause sets out the specific promises, obligations, and commitments that each party agrees to fulfill under the contract. This section typically details what actions each party must take or refrain from taking, such as delivering goods, maintaining confidentiality, or complying with applicable laws. By clearly outlining these responsibilities, the clause ensures that both parties understand their duties, thereby reducing the risk of misunderstandings and disputes during the performance of the contract.
UNDERTAKINGS AND AGREEMENTS. For as long as the Loan remains outstanding under this Agreement to the Lender, the Borrower undertakes: (a) not without the Lender’s prior written consent to create or allow to exist any encumbrance (other than under the Security) whether ranking ahead of, side by side with, or after the Security, to secure any indebtedness on any of the present or future property, undertaking, assets or revenues of the Borrower; (b) the Borrower can take option to repay the fully amount in earlier than 3 year loan anniversiary as agreed with the notice of 30 days ; (c) to provide to the Lender copies of: (i) all audited annual reports and accounts and half-yearly financial statements of the Borrower (both consolidated and individual) not later than 30 Business Days after the end of the period to which they respectively relate; and (ii) all relevant financial reports and information, as soon as available, issued at any time and from time to time by the Borrower to its or their shareholders; (d) to apply the proceeds of the Loan Amount wholly for the purpose of Cootamundra Oilseeds crushing plant expansion.; (e) execute and do, or cause to be executed and done by any guarantor or any other person, at the expense of the Borrower, all assurances and other things as are reasonably required or requested at any time and from time to time by the Lender for giving effect to, and the full benefit of, the covenants contained or implied in this Agreement and the Security in favour of the Lender or to protect the Lender’s rights, powers and remedies under this Agreement or the Security; (f) to comply with the requirements of all applicable laws, rules, regulations, orders and decrees of any person, non-compliance with which would, or might, in the Lender’s opinion, have a material adverse effect on the Borrower’s ability to comply with its obligations under this Agreement or the Security; (g) to notify the Lender immediately of the occurrence of any Event of Default or event which, with the giving of notice or the lapse of time or both, would become an Event of Default of which the borrower becomes aware which either would, or might, in the Lender’s reasonable opinion, adversely affect the ability of the Borrower fully and promptly to perform its obligations under this Agreement or the Security; (h) not without the Lender’s prior written consent to incur any indebtedness in an amount exceeding 50% of the Loan Amount in relation to any one transaction or in relation to any number of t...
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UNDERTAKINGS AND AGREEMENTS. Undertaking By The Transferors As To Periodic Finance Charges And Other Fees....................................................... 9 Undertakings By RBS And Natwest.............................................. 9 Agreements Of The Investor Beneficiary...................................... 10 Negative Covenants Of The Investor Beneficiary.............................. 13 Further Undertakings Of The Investor Beneficiary............................ 15 PART 4...................................................................... 19 MISCELLANEOUS............................................................... 19
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UNDERTAKINGS AND AGREEMENTS. The Company hereby undertakes and covenants to the Borrowing Agents that: Section 3.1 On the Business Day before the Listing Document Date (unless otherwise agreed between the Company and the Borrowing Agents), the Company agrees to file with the Commission an automatic shelf registration statement (as defined in Rule 405 under the Rules and Regulations) on Form F-3 (including the prospectus furnished thereto) registering the offer and sale from time to time pursuant to Rule 415 under the Rules and Regulations of the Offered Securities by the Controlling Shareholders and the Borrowing Agents, which registration statement becomes effective immediately upon its filing (the “Initial Registration Statement”). The Company agrees to keep the Registration Statement effective under the Act and useable for the purposes contemplated by the Securities Lending Agreement and the Sale and Repurchase Agreement for the full Liquidity Period. Section 3.2 The Company agrees to pay to the fees and expenses relating to the undertakings herein, including without limitation: (a) fees and expenses relating to registration of the Offered Securities with the Commission; (b) expenses incurred for preparing, printing and distributing any Prospectus to the Borrowing Agents and for expenses incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors; (c) expenses incurred in connection with qualification of the Offered Securities for sale under the laws of Hong Kong and the preparation and printing of memoranda relating thereto; (d) fees and expenses of the legal advisors of the Borrowing Agents; and (e) fees and expenses of the Reporting Accountants. Section 3.3 The Company shall give written notice to the Borrowing Agents (which notice pursuant to clauses (b)-(f) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made): (a) when the Registration Statement or any post-effective amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; (b) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information; (c) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose...
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UNDERTAKINGS AND AGREEMENTS. Undertaking by the Transferor as to Periodic Finance Charges and other Fees Undertakings by HSBC Bank plc
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UNDERTAKINGS AND AGREEMENTS. Sellers shall have satisfied and fulfilled all of the undertakings and agreements required to be satisfied and fulfilled before the Effective Time by Sellers under this Agreement.
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UNDERTAKINGS AND AGREEMENTS. For as long as the loan remains outstanding under this agreement to the lender, the borrower undertakes with the lender as follows:
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Related to UNDERTAKINGS AND AGREEMENTS

  • Acknowledgements and Agreements Executive hereby acknowledges and agrees that in the performance of Executive’s duties to the Company during the Employment Period, Executive will be brought into frequent contact with existing and potential customers of the Group Companies throughout the world. Executive also agrees that trade secrets and confidential information of the Group Companies, more fully described in subparagraph 8(f), gained by Executive during Executive’s association with the Group Companies, have been developed by each Group Company through substantial expenditures of time, effort and money and constitute valuable and unique property of the Group Companies. Executive further understands and agrees that the foregoing makes it necessary for the protection of the Businesses that Executive not compete with the Businesses during Executive’s employment with the Company and not compete with the Businesses for a reasonable period thereafter, as further provided in the following subparagraphs.

  • Representations and Agreements (a) The Advisor represents to and agrees with the Company that: (1) the terms of this Agreement do not violate any obligation by which the Advisor is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) this Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable in accordance with its terms, and the Advisor has full power and authority to enter into this Agreement and to perform its duties hereunder; (3) it shall maintain at all times during the term of this Agreement competent personnel to perform the duties required of it hereunder, and the Advisor’s expenses in connection therewith shall be borne by the Advisor; and (4) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Advisor will promptly notify the Company of such event. (b) The Company represents to and agrees with the Advisor that: (1) the terms of this Agreement do not violate any obligation by which the Company is bound, whether arising by contract, operation of law or regulation, or otherwise; (2) the Company is the sole owner of the assets covered hereby and such assets are free and clear of any and all liens and restrictions on their transfer or sale, except for applicable transfer restrictions under various securities laws; (3) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, and the Company has full power and authority to enter into this Agreement and to perform its duties hereunder; (4) the Investment Portfolios are not subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (5) it is not a “Benefit Plan Investor,” as defined under ERISA; (6) the Company will deliver or cause to be delivered to the Advisor in writing, all the information, documents and instruments that the Advisor may reasonably request in order to perform its duties hereunder; and (7) the representations and warranties contained herein shall continue and remain in effect during the term of this Agreement, and, if at any time during the term of this Agreement any event occurred which would make any of these foregoing representations untrue, incomplete or inaccurate in any respect, the Company will promptly notify the Advisor of such event.

  • Undertakings 4.1 The custodian's undertakings The Custodian undertakes that at all times during the Term it will: (a) (notice of default) give notice in writing to the Trustee and each Designated Rating Agency of it becoming aware of the occurrence of any Custodial Transfer Event; (b) (compliance with law) (i) maintain in effect all qualifications, consents, licenses, permits, approvals, exemptions, filings and registrations as may be required under any applicable law in order properly to perform or comply with its obligations under this Agreement; (ii) comply with all Laws in connection with the provision of the Custodial Services where failure to do so would have a Material Adverse Effect; and (iii) comply with the Consumer Credit Legislation in connection with the provision of the Custodial Services so that the Trustee does not personally or in its capacity as trustee of the Trust become liable to pay any Civil Penalty Payments. (c) (Material Default) if a Material Default occurs in respect to a Receivable, take all reasonable action to assist the Servicer and the Trustee to enforce the relevant Receivable and the Receivable Rights; (d) (Insurance Policies) (i) act in accordance with the terms of any Mortgage Insurance Policies to the extent applicable to the Custodian; and (ii) not do or omit to do anything which, or the omission of which, as the case may be, could be reasonably expected to prejudicially affect or limit its rights or the rights of the Trustee or the Servicer under or in respect of a Mortgage Insurance Policy to the extent those rights relate to a Receivable and the Receivable Rights; (e) (notification) notify the Trustee, the Manager and the Servicer of any event which it reasonably believes is likely to have a Material Adverse Effect promptly after becoming aware of such event; (f) (provide information and access on request) as soon as reasonably practicable after being requested so to do, provide information reasonably requested by the Trustee, the Manager or the Servicer, with respect to all matters relating to the Custodial Services and upon reasonable notice and at reasonable times permit the Trustee, the ------------------------------------------------------------------------------ Page (9) Custodian Agreement Xxxxx Xxxxx & Xxxxxxx ------------------------------------------------------------------------------ Manager or the Servicer to enter the Premises and inspect the Data Base in relation to each Relevant Trust and the Relevant Documents; (g) (Report Record of Movements) provide the Trustee and the Manager on the last Business Day of each week a copy of an extract from the Record of Movements applicable to that week's movements of Relevant Documents; (h) (comply with other obligations) comply with all its obligations under any Transaction Document to which it is a party; (i) (pay taxes) subject to receiving payment from, or being reimbursed by, the relevant Obligor or being indemnified by the Trustee, pay all Taxes that relate to the Custodial Services (other than any Tax on, or measured by reference to, the income of a Trust or the Custodian) or where such Taxes are incurred due to the default or breach of duty by the Custodian, pay those Taxes itself or ensure those Taxes are paid; (j) (not claim) not claim any Security Interest over any Asset; (k) (comply with Supplementary Terms Notice) comply with any undertaking specified as an additional Custodian undertaking in a relevant Supplementary Terms Notice, including, without limitation, providing the Manager with any information referred to in that Supplementary Terms Notice; (l) (insurances) ensure that the Premises are appropriately insured for fire and public risks, and that it has appropriate directors and officers insurance; and (m) (Data Base) maintain the Data Base collected, held or stored by it in relation to each Relevant Trust and each Relevant Document and, subject to all applicable laws, provide the Trustee with access to the Data Base upon reasonable request and during normal business hours. 4.2 Material adverse effect (a) In performing the Custodial Services the Custodian shall have regard to whether what it does, or does not do, will have any Material Adverse Effect. (b) The Custodian may ask the Trustee or the Manager if any action or inaction on its part is reasonably likely to, or will, have a Material Adverse Effect. (c) The Custodian may rely upon any statement by the Trustee or the Manager that any action or inaction by the Custodian is reasonably likely to, or will, have a Material Adverse Effect. (d) Subject to paragraph (a), the Custodian shall not be liable for a breach of this Agreement, or be liable under any indemnity, in relation to any action or inaction on its part, where it has been notified by the Trustee or the Manager that the action or inaction is not reasonably likely to, or will not have a Material Adverse Effect, unless the notification was caused by the fraud, negligence or wilful default of the Custodian.

  • Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

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