By CSM Clause Samples
By CSM. (1) CSM further undertakes that, so long as any sum remains to be lent or remains payable under the Credit Agreement, it will be (either directly or through any one or more of its wholly-owned subsidiaries) the legal and beneficial owner of at least 51 per cent. of the issued share capital of the Borrower and Singapore Technologies Pte Ltd will be (either directly or through any one or more of its wholly-owned subsidiaries) the legal and beneficial owner of at least 51 per cent. of the issued share capital of CSM.
By CSM. CSM further represents and warrants to and for the benefit of the Agent and each of the Banks that:-
By CSM. (1) CSM further undertakes that, so long as any sum remains to be lent or remains payable under the Credit Agreement, it will be (either directly or through any one or more of its wholly-owned subsidiaries) the legal and beneficial owner of at least 51 per cent. of the issued share capital of the Borrower.
By CSM. CSM further represents and warrants to and for the benefit of the Security Trustee and each of the Secured Parties that:-
By CSM. CSM shall pay on demand all costs and expenses (including legal expenses on a full indemnity basis) reasonably incurred by the Security Trustee and/or any of the Secured Parties in protecting or enforcing any rights against it under this Agreement.
By CSM. Except as otherwise expressly provided in this Agreement, CSM shall not, without the prior consent in writing of the Security Trustee and the Secured Parties, prior to the Discharge Date:
4.2.1 ask, demand, sue for, take or receive, directly or indirectly, whether b▇ ▇xercise of set-off, counterclaim or in any other manner, or recover or enforce payment of any Subordinated Indebtedness (provided that, for the avoidance of doubt, nothing under this Clause 4.2.1 shall prohibit any asking, demand, suit for, taking or receipt, or recovery or enforcement of, any payment due by the Borrower under any of the Excluded Transactions);
4.2.2 take any security from the Borrower or any other person in respect of any Subordinated Indebtedness and any security taken notwithstanding the undertaking in this Clause 4.2.2 shall be held by CSM for the Security Trustee (provided that nothing herein shall be effective to create a charge);
4.2.3 make or enforce any claim or right against the Borrower or prove in competition with the Security Trustee or any Secured Party in respect of the performance of any obligation under this Agreement;
4.2.4 assign, transfer, sell, charge or purport to assign, transfer, sell, charge or otherwise dispose or purport to dispose of the whole or any part of or any interest in any rights which it may from time to time and for the time being have against the Borrower in respect of the Subordinated Indebtedness; or
4.2.5 take or omit to take any action whereby the subordination of the Subordinated Indebtedness or any part thereof to the Senior Indebtedness may be terminated, impaired or adversely affected.
By CSM. 2.1.1 CSM hereby grants to each of the Company and HP a ******** ************************************* right and license without right of sublicense under CSM Licensed Technology to use the CSM Technical Information, to import, to make (but not have made), use, sell, or otherwise dispose of semiconductor wafers and integrated circuits.
2.1.2 No right or license is granted to the Company, HP or their respective Affiliates to utilize or reverse engineer CSM Technical Information to derive or design products or processes except as expressly provided for herein; however, the Company and HP may modify or prepare derivative works of CSM Technical Information solely for the purpose of integrated circuit yield, process compatibility enhancements, and incorporation into Company and HP processes, respectively.