COMMITMENTS AND UNDERTAKINGS Sample Clauses

COMMITMENTS AND UNDERTAKINGS. From the date of signing this Agreement until the completion of the transfer of the Subject Equity Interests pursuant to this Agreement, Party A undertakes and guarantees that: 4.1 Party A is a limited liability company established under the laws of Hong Kong and has the necessary civil rights and capacity to enter into and perform this Agreement.

COMMITMENTS AND UNDERTAKINGS. 4.1 The Borrower hereby irrevocably undertakes and guarantees that it is not involved in any disputes, litigations, arbitrations, administrative proceedings or any other legal proceedings, and that, as of the date of signing the Agreement, it does not have knowledge of any potential disputes, litigations, arbitrations, administrative proceedings or any other legal proceedings related to the debtor, which will affect the Borrower’s performance of obligations under the Agreement. 4.2 The Borrower hereby irrevocably undertakes and guarantees that the loan shall only be used for payment of the Equity Transfer Consideration as stipulated in the Agreement and the Borrower shall not use the loan for any other purpose without the prior written consent of the Lender. 4.3 The Borrower hereby irrevocably undertakes and guarantees that, without the prior written consent of the Lender, the Borrower shall not transfer part or all of its equity in the Target Company to a third party, or make or authorize others (including but not limited to the directors of the Target Company nominated by it) to make any resolution, instruction, consent or order by any means to cause the Target Company to carry out any transaction that will or may materially affect the assets, rights, obligations or businesses of the Target Company (including its branches and/or subsidiaries). 4.4 Unless otherwise provided by law, the Borrower shall not, in any circumstance, unilaterally terminate or discharge the Agreement. Save as expressly provided in the Agreement or requested by the Lender in writing, the Borrower shall not, in any circumstance, repay the subject loan before expiry of the loan term.

COMMITMENTS AND UNDERTAKINGS. In order to attain the objectives of this Agreement, each Party hereby commits itself as follows: 1. Inform its registered employers that they may open a Current/Savings Account with no Average Daily Balance (ADB) requirement with LANDBANK where its remittances for PHILHEALTH shall be debited; 2. Inform all its registered employers that they may utilize the EPRS andLANDBANK Electronic Collection Facilityfor the remittance of contributions due to PHILHEALTH; 3. Provide LANDBANK with all the necessary data and information, as well as other pertinent technical requirements, specifications, procedures and facilities for the interface of the LANDBANK Electronic Collection Facility; 4. Open and maintain a Non-Interest Bearing Current Account with no ADB requirement with LANDBANK in order to implement the objectives of this Agreement; 5. Allow LANDBANK to put on hold for a period of fifteen (15) days on the daily collections remitted to the Non-Interest Bearing Current Account of PHILHEALTH; and 6. Accept and post all transactions and/or payments sent by LANDBANK in accordance with the terms and conditions set herein. 1. Handle the opening of Current/Savings Accounts with no Average Daily Balance (ADB) requirement for PHILHEALTH registered employers where remittances for PHILHEALTH shall be debited; 2. Interface the LANDBANK Electronic Collection Facility withPHILHEALTH’s system which shall allow PHILHEALTH to accept remittances of contributions from registered employers electronically; 3. Secure all the necessary approvals, permits, and clearances for the implementation of the project; 4. Accept, for and in behalf of PHILHEALTH, remittances of membership contributions from registered employers; 5. Provide PHILHEALTH an online viewing facility for proper monitoring of fund balances and collections; 6. Submit the Collection RF2 Files containing all the details of the remittances received by LANDBANK on behalf of PHILHEALTH to PHILHEALTH via Secure File Transfer Protocol (SFTP) or any other secured means on or before the agreed time of the following day; 7. Implement a hold period of fifteen (15) calendar days on the daily collections remitted to the Non-Interest Bearing Current Account of PHILHEALTH; and 8. Make funds withdrawable from the PHILHEALTHNon-Interest Bearing Current Account on the 16thday from the date of collection.Should this fall on a non-banking day, the funds shall be withdrawable on the next banking day.

COMMITMENTS AND UNDERTAKINGS. The Transferors guarantee that the Target Shares are legally owned by them and they have full and effective right to dispose. The Transferors guarantee that the Target Shares have no pledge or any other security right, and are not subject to any third party’s recourse.

COMMITMENTS AND UNDERTAKINGS. In order to attain the objectives of this Agreement, each Party hereby commits itself as follows: 1. Mandate all its registered employers to open a Current /Savings Account with zero (0) opening and maintaining balance with DBP where its remittances for PHILHEALTH shall be debited; 2. Mandate all its registered employers to utilize the EPRS andDBPePayment Systemfor the remittance of contributions due to PHILHEALTH; 3. Provide DBP with all the necessary data and information, as well as other pertinent technical requirements, specifications, procedures and facilities for the installation and development of the DBPePayment System; 4. Open and maintain a Current/Savings Account with DBPwhere all collections will be credited in order to implement the objectives of this Agreement. The Current/Savings Account shall be an interest-bearing account subject to DBP’s Rules and Regulations and in accordance with applicable Bangko ng Sentral ng Pilipinas guidelines; 5. Allow DBP to put on hold a period of fifteen (15) days on the daily collections remitted to the Current/Savings Account of PHILHEALTH; and 6. Accept and post all transactions and/or payments sent by DBP in accordance with the terms and conditions set herein. 1. Handle the opening of Current/Savings Accounts with zero (0) opening and maintaining balance for PHILHEALTH registered employers where remittances for PHILHEALTH shall be debited; 2. Secure all the necessary approvals, permits, and clearances from the Department of Finance, Bangko Sentral ng Pilipinas and other government agencies for the implementation of the project; 3. Accept, for and in behalf of PHILHEALTH, remittances of membership contributions from registered employers; 4. Remit all payments received for and in behalf of PHILHEALTHbased on the agreed upon float period as stipulated in PHILHEALTH’s Agreement w ith BancNet for the collections coursed through BancNet’seGOV Facility; 5. Provide PHILHEALTH an online viewing facility for proper monitoring of fund balances and collections; 6. Submit the Collection Files containing all the details of the remittances received by DBPon behalf of PHILHEALTH to PHILHEALTHfollowing the reportorial requirements embodied in the BancNeteGOV Facility Agreement;

COMMITMENTS AND UNDERTAKINGS. In connection with the Transactions, subject to the terms and conditions set forth in this Commitment Letter, each of the Initial Lenders is pleased to advise you of its several (and not joint) commitment to provide the following percentages with respect to the Initial Borrowing Base under the Revolving Facility: (i) JPMorgan, 10.646242907%, (ii) BofA, 10.380086836%, (iii) ▇▇▇▇▇, 10.380086836%, (iv) Capital One, 9.861086021%, (v) CSAG, 8.596841229%, (vi) RBC, 8.144375824%, (vii) ABN, 8.144339324%, (viii) Comerica, 8.143868860%, (ix) CIBC, 7.300280850%, (x) ING, 5.748971171%, (xi) Truist, 4.562675532%, (xii) KeyBank, 3.832647447%, (xiii) Fifth Third, 3.193872872% and (xiv) Goldman, 1.064624291%, which in the aggregate for all Initial Lenders, equals 100% of the Revolving Facility.

COMMITMENTS AND UNDERTAKINGS. ​ 7.1 Party A hereby represents and warrants as follows： ​ 7.1.1 It is a limited liability company duly registered and legally subsisting under the laws of its place of incorporation, with independent legal personality; it has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can independently act as a party to the litigation. 7.1.2 It has full power and authority within the Company to enter into and deliver this Agreement and all other documents to be executed by it in connection with the transactions contemplated by this Agreement, and it has full power and authority to consummate the transactions contemplated by this Agreement. This Agreement has been legally and properly executed and delivered by it. This Agreement constitutes a legal and binding obligation upon it and is enforceable against it in accordance with the terms of this Agreement. ​ 7.2 Party B hereby represents, warrants and undertakes as follows: ​ 7.2.1 It is a limited liability company duly registered and legally subsisting under the laws of its place of incorporation, with independent legal personality; it has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can independently act as a party to the litigation. 7.2.2 It has full power and authority within the Company to enter into and deliver this Agreement and all other documents to be executed by it in connection with the transactions contemplated by this Agreement, and it has full power and authority to consummate the transactions contemplated by this Agreement. This Agreement has been legally and properly executed and delivered by it. This Agreement constitutes a legal and binding obligation upon it and is enforceable against it in accordance with the terms of this Agreement. 7.2.3 It has at the time this Agreement comes into effect the complete business license necessary for its operation and has full rights and qualifications to operate the business of Party B that it is currently engaged in within the PRC. ​ 7.2.4 It shall promptly inform the Party A of its involvement in lawsuits and other unfavorable circumstances, and make its best efforts to prevent the expansion of losses. ​ 7.2.5 Without our written consent, you shall not, in any form, dispose of your material assets or change your existing shareholding structure. ​ 7.2.6 It will not enter into transactions (other than those arising in the normal or ordinary course o...