Borrower’s Undertakings Sample Clauses
The Borrower’s Undertakings clause sets out specific promises and obligations that the borrower must fulfill throughout the duration of a loan or financing agreement. These undertakings often include requirements such as maintaining certain financial ratios, providing regular financial information, or refraining from taking on additional debt without the lender’s consent. By clearly outlining these ongoing responsibilities, the clause helps ensure the borrower’s compliance with agreed terms and provides the lender with mechanisms to monitor and manage risk during the life of the loan.
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Borrower’s Undertakings. 3.1 The Borrower undertakes that, in his capacity as the shareholder of the Domestic Company, the Borrower shall, and shall cause the Domestic Company and each subsidiary of the Domestic Company (including any private school sponsored by the Domestic Company or any of its subsidiaries as the sponsor, same below):
(a) at the Lender’s reasonable request, to enter into the Controlling Agreements with the Lender in accordance with the instructions of the Lender;
(b) without the prior written consent of the Lender, not to supplement, amend or modify its business scope or service scope (if applicable) or articles of association, or increase or reduce its registered capital or operating capital (if applicable), or change its capital structure in any form;
(c) without the prior written consent of the Lender, not to sell, transfer, mortgage or otherwise dispose of the legal or beneficial rights and interests in any of its assets, businesses or revenues, or permit or create any other security interest on the assets, businesses or revenues;
(d) without the prior written consent of the Lender, not to incur, succeed to, guarantee or permit any debt, unless (i) the debt occurs in the ordinary course of business and (ii) the debt has been disclosed to the Lender and a prior written consent from the Lender has been obtained;
(e) without the prior written consent of the Lender, not to enter into any material contracts (for the purpose of this transaction, a contract with a value exceeding RMB200,000 shall be deemed a material contract) other than the contracts executed in the ordinary course of business;
(f) without the prior written consent of the Lender, not to provide any loan or facility to any person;
(g) upon the Lender’s request, to provide the Lender with all information with respect to its operations and financial status;
(h) without the prior written consent of the Lender, not to merge with or form any alliance with any person, or acquire or invest in any person;
(i) to immediately notify the Lender of the occurrence or threat of any litigation, arbitration or administrative proceedings involving or in relation to its assets, businesses and revenues;
(j) to the extent necessary to maintain its ownership of all its assets, to execute all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary or appropriate lawsuits or raise necessary and appropriate defenses against all claims;
(k) without the prior written consent of...
Borrower’s Undertakings. 3.1. Borrower undertakes in his capacity as a shareholder of the Domestic Company that Borrower will, and together with the other shareholder(s) of the Domestic Company will cause the Domestic Company to (as applicable):
(a) enter into the Transaction Documents.
(b) not without the prior written consent of Lender, supplement, amend or modify the business scope or organizational documents (including the articles of association) of the Domestic Company, or increase or reduce or in any form change the structure of the registered capital of the Domestic Company.
(c) not without the prior written consent of Lender, sell, transfer, mortgage or otherwise dispose of any legal or beneficial rights and interests in the Domestic Company or any of its assets, businesses or revenues, or permit or create any encumbrance or other third party right thereon;
(d) not without the prior written consent of Lender, incur, succeed to, guarantee or permit the existence of any debts except (i) debts incurred in the ordinary course of business and (ii) debts which have been disclosed to Lender and for which prior written consent has been obtained from Lender;
(e) not without the prior written consent of Lender, grant any loan or credit to any person;
(f) upon Lender’s request, provide to Lender all the information with respect to the operations and financial status of the Domestic Company;
(g) not without the prior written consent of Lender, merge or amalgamate with or form any alliance with any person, or acquire or invest in any person;
(h) immediately notify Lender of the occurrence or threat of any litigation, arbitration or administrative proceedings in relation to or involving its assets, businesses and revenues;
(i) to the extent necessary to maintain its ownership of all its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;
(j) not without the prior written consent of Lender, declare or distribute any profit or dividend to shareholders in any form, but upon request of Lender, to immediately declare and distribute all the distributable profits to its respective shareholders;
(k) at the request of Lender, appoint the persons designated by Lender as directors and senior officers of the Domestic Company; and
(l) strictly comply with the provisions under any agreements to which Borrower and Lender are parties and not tak...
Borrower’s Undertakings. During the term of this Agreement, the Borrower shall comply with undertakings provided for in the remaining provisions of this clause 6.
Borrower’s Undertakings. The borrower hereby undertakes as follows:
Borrower’s Undertakings. The Borrower undertakes, among others, that:
(1) It will complete all approvals/registrations required by laws and regulations, and the loan matters meet compliance requirements;
(2) The Borrower and its legal representative/controller/shareholders/senior management have good credit standing and no material adverse record;
(3) It will provide true, accurate and complete documents, data and information related to drawdown, disbursement, payment and use of the loan;
(4) It will cooperate with the Lender’s loan management, supervision and on-site/off-site inspections;
(5) If it ceases business, enters liquidation, revocation of license, cancellation, merger (consolidation), acquisition, or suffers major operating losses, it will promptly notify the Lender and implement measures required by the Lender;
(6) It will abide by the principle of good faith, fairness and directness in all transactions and shall not use false contracts to obtain bank funds;
(7) It will strengthen environmental and social risk management and accept supervision, and notify the Lender in a timely manner of unfavorable events related thereto;
(8) It will strictly use the loan in accordance with the agreed purpose and shall not invest in real estate for speculation, nor in stocks, funds, bonds, fixed assets or equity investments, or other prohibited fields;
(9) It will promptly notify the Lender of any material adverse event affecting its repayment ability.
Borrower’s Undertakings. The Borrowers shall (and shall procure that any other person will, in respect of insurance policies maintains by such other person on behalf of any Borrower):
Borrower’s Undertakings. The Borrower undertakes to perform the following obligations throughout the term of the Agreement :
Borrower’s Undertakings. The Borrower further agrees, confirms and undertakes as follows:-
i. the Borrower shall indemnify the Bank and keep the Bank indemnified against all actions, proceedings, claims, demands, duties, penalties, GST/taxes, losses, damages, actions, costs, charges and expenses (including costs between attorney and client) and other liabilities whatsoever which may be brought or made against or sustained or incurred by the Bank (and whether paid by the Bank or not) or which the Bank may become liable under or in respect of the BGs/SBLCs;
ii. the Bank may at its sole and absolute discretion and without reference to the Borrower and without the Bank being required to ascertain whether or not there was any breach on the part of the Borrower of the agreements/ contracts underlying the BGs/SBLCs and without the Bank being required to go into the validity thereof or otherwise and notwithstanding any directions to the contrary given by the Borrower or any other person on the ground of a dispute as to the liability of the Borrower / the Bank or otherwise, admit or compromise and pay or submit to arbitration or dispute or resist any claim or demand made against the Bank under or in respect of such BGs/SBLCs, and the indemnities of the Borrower contained in the Master Facilities Agreement shall continue to be available to the Bank in respect of any action or payment which the Bank may take or make;
iii. the Borrower shall (unless otherwise agreed to by the Bank): (a) duly and punctually observe, perform and comply with all the covenants, obligations and conditions of all the agreements/contracts underlying the BGs/SBLCs including due payment and discharge of all its payment obligations under such contracts, agreements on the due dates : (b) not create or permit to subsist, any encumbrance of any nature whatsoever over all or any part of the underlying agreements/contracts or its rights thereunder: (c) not amend or agree to amend or grant waiver of any of the provisions of the underlying agreements/contracts;
iv. the BGs /SBLCs will be issued by the Bank only as per the provisions of applicable laws and regulations including those laid down by RBI;
Borrower’s Undertakings. The Guarantor will ensure that the Borrower complies with all its obligations under Clause 16 (Costs and Expenses), Clause 20 (General Undertakings) (in particular, those under Clause 20.35 (Subsidies)) and Clause 35 (The Federal State Guarantee) of the Facility Agreement.
Borrower’s Undertakings. The Borrowers will:
14.2.1 comply with all applicable Environmental Laws and will maintain in force and promptly obtain or renew all Environmental Approvals required to operate its business as from time to time conducted or reasonably anticipated to be conducted;
14.2.2 notify the Agent forthwith in writing upon:
14.2.2.1 any Environmental Claim being made against them and/or any operator or the Manager for the time being of any of the Delivered Vessels, or otherwise in connection with any of the Delivered Vessels; and
14.2.2.2 any Environmental Incident occurring;
14.2.3 keep the Agent advised in writing on such regular basis and in such detail(s) as the Agent shall require, of their response to any Environmental Claim made in connection with any of the Delivered Vessels or Environmental Incident;
14.2.4 to indemnify the Lenders against any losses and/or costs and/or taxes of whatsoever nature they might incur deriving from an Environmental Claim or an Environmental Incident.