Miscellaneous Commitments. The Borrower undertakes, during the term of the Agreement : 1. To immediately inform the Agent in writing of the occurrence of any Event of Default as soon as it is aware of it; 2. To organize all information meetings, within a reasonable period and at the Agent’s reasonable request ; 3. To immediately inform the Agent, in writing, as soon as it is aware of any Material Adverse Effect ; 4. To enter into and /or to have its subsidiaries enter into the damage and legal liability insurance policies necessary to cover the risks in the Group’s business sector, to ensure that they remain in force throughout the term of the Loan, and to make all necessary agreements in order to ensure that this commitment is effective; 5. To ensure that the Group’s plant and assets are kept in a condition which complies with the industry standards in force which are applicable to it, and to take all the necessary measures to make this undertaking effective ; 6. To pay all of the taxes due on the correct date, unless the Borrower and /or the Subsidiaries disputes these sums in good faith, and in this last case provided the Agent is provided with reasonable information relating to the said dispute, on behalf of the Banks ; 7. To conduct all business in compliance with the laws and regulations in force applying to it, where non-compliance would have a Materiel Adverse Effect ; 8. To ensure that its dividend policy regarding its Subsidiaries is consistent with the constraints on repayment of the Loan and the payment of the interest relating to it, and to give priority to any distribution of dividends to the repayment of the Loan and payment of the associated interests ; 9. To obtain and to renew or to have renewed, as far as is required any authorization required for the signature, the validity, the performance or the renewal of any documents relating to the Acquisition as well as any Contractual Document renewed ; 10. To opt for the Group’s tax provisions defined in article 223 A of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax Code, to perform all the formalities required to benefit under these tax provisions so that they apply to the fiscal year starting on October 1 2004, to obtain the agreement of the French Subsidiaries of which it directly or indirectly holds 95% of the capital and voting rights to be included in the consolidation and to provide the Agent on demand with all substantiating documents relating to thereto ; 11. To ensure that the above Group tax provisions remain in force during the term of the Loan, and to make all the arrangements required to ensure that this undertaking is effective ; 12. To inform the Agent as soon as reasonably if the Indemnification Claim is made, as well as any payment made in relation to this claim, and to supply the Agent with related documents evidencing such claim ; 13. To refrain from, and to ensure its Subsidiaries refrain from, any mergers or acquisitions without prior agreement of the Agent acting on behalf of the Banks, and to take all necessary steps to ensure this undertaking is complied with; 14. At all times to retain 100% direct control of the capital and voting rights of LABORATOIRES EUROSILICONE (except for 6 (six) shares) unless otherwise agreed in advance with the Agent acting on behalf of the Banks, except in the case of the
Appears in 1 contract
Sources: Loan Agreement (Medicor LTD)
Miscellaneous Commitments. The Borrower undertakes, during the term of the Agreement Agreement:
1. To immediately inform the Agent in writing of the occurrence of any Event of Default as soon as it is aware of it;
2. To organize all information meetings, within a reasonable period and at the Agent’s reasonable request request;
3. To immediately inform the Agent, in writing, as soon as it is aware of any Material Adverse Effect Effect;
4. To enter into and /or to have its subsidiaries enter into the damage and legal liability insurance policies necessary to cover the risks in the Group’s business sector, to ensure that they remain in force throughout the term of the Loan, and to make all necessary agreements in order to ensure that this commitment is effective;
5. To ensure that the Group’s plant and assets are kept in a condition which complies with the industry standards in force which are applicable to it, and to take all the necessary measures to make this undertaking effective effective;
6. To pay all of the taxes due on the correct date, unless the Borrower and /or the Subsidiaries disputes these sums in good faith, and in this last case provided the Agent is provided with reasonable information relating to the said dispute, on behalf of the Banks Banks;
7. To conduct all business in compliance with the laws and regulations in force applying to it, where non-compliance would have a Materiel Adverse Effect Effect;
8. To ensure that its dividend policy regarding its Subsidiaries is consistent with the constraints on repayment of the Loan and the payment of the interest relating to it, and to give priority to any distribution of dividends to the repayment of the Loan and payment of the associated interests interests;
9. To obtain and to renew or to have renewed, as far as is required any authorization required for the signature, the validity, the performance or the renewal of any documents relating to the Acquisition as well as any Contractual Document renewed renewed;
10. To opt for the Group’s tax provisions defined in article 223 A of the ▇F▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax Code, to perform all the formalities required to benefit under these tax provisions so that they apply to the fiscal year starting on October 1 2004, to obtain the agreement of the French Subsidiaries of which it directly or indirectly holds 95% of the capital and voting rights to be included in the consolidation and to provide the Agent on demand with all substantiating documents relating to thereto thereto;
11. To ensure that the above Group tax provisions remain in force during the term of the Loan, and to make all the arrangements required to ensure that this undertaking is effective effective;
12. To inform the Agent as soon as reasonably if the Indemnification Claim is made, as well as any payment made in relation to this claim, and to supply the Agent with related documents evidencing such claim claim;
13. To refrain from, and to ensure its Subsidiaries refrain from, any mergers or acquisitions without prior agreement of the Agent acting on behalf of the Banks, and to take all necessary steps to ensure this undertaking is complied with;
14. At all times to retain 100% direct control of the capital and voting rights of LABORATOIRES EUROSILICONE (except for 6 (six) shares) unless otherwise agreed in advance with the Agent acting on behalf of the Banks, except in the case of thethe enforcement of the pledge in favour of the sellers of the shares of LABORATOIRES EUROSILICONE to the Borrower;
15. To formalise the payment of any fees and commissions for services provided either directly or indirectly by the Borrower’s shareholders in a contractual arrangement approved in advance by the Agent acting on behalf of the Banks, and to respect the terms of such contractual arrangements;
16. To make no changes to the closing dates of the fiscal years applying to each Group company except to harmonise them with the closing date of the Borrower’s fiscal year, that’s to say the end of June, commencing on June 30 2005, except as disclosed to the Agent on the date that the Agreement is signed;
17. No later than 30 calendar days following the date that the Agreement is signed, to provide the Agent with a copy of the minutes of the Extraordinary General Meeting of Shareholders of the Borrower, at which a cash capital increase of a minimum amount of * * * was approved and exclusively done by MEDICOR Ltd. or one of its Subsidiary and a documentation certifying that the aforesaid capital has been subscribed and paid in full, provided that if the capital increase has been made through by one of MEDICOR Ltd.’s Subsidiaries, to provide the Agent with a certified copy of the statuts of the aforementioned Subsidiary, a “certificat d’immatriculation” and the list of the shareholders showing that MEDICOR Ltd. owns directly or indirectly 100% of the capital and voting rights of the Subsidiary;
18. To immediately inform the Agent of any change to the Borrower’s shareholding as referred to in Article 14 Paragraph (H);
19. Not to agree to any contractual subordination of the repayment of the Loan in any way.
Appears in 1 contract
Sources: Loan Agreement (Medicor LTD)
Miscellaneous Commitments. The Borrower undertakes, during the term of the Agreement :
1. To immediately inform the Agent in writing of the occurrence of any Event of Default as soon as it is aware of it;
2. To organize all information meetings, within a reasonable period and at the Agent’s reasonable request ;
3. To immediately inform the Agent, in writing, as soon as it is aware of any Material Adverse Effect ;
4. To enter into and /or to have its subsidiaries enter into the damage and legal liability insurance policies necessary to cover the risks in the Group’s business sector, to ensure that they remain in force throughout the term of the Loan, and to make all necessary agreements in order to ensure that this commitment is effective;
5. To ensure that the Group’s plant and assets are kept in a condition which complies with the industry standards in force which are applicable to it, and to take all the necessary measures to make this undertaking effective ;
6. To pay all of the taxes due on the correct date, unless the Borrower and /or the Subsidiaries disputes these sums in good faith, and in this last case provided the Agent is provided with reasonable information relating to the said dispute, on behalf of the Banks ;
7. To conduct all business in compliance with the laws and regulations in force applying to it, where non-compliance would have a Materiel Adverse Effect ;
8. To ensure that its dividend policy regarding its Subsidiaries is consistent with the constraints on repayment of the Loan and the payment of the interest relating to it, and to give priority to any distribution of dividends to the repayment of the Loan and payment of the associated interests ;
9. To obtain and to renew or to have renewed, as far as is required any authorization required for the signature, the validity, the performance or the renewal of any documents relating to the Acquisition as well as any Contractual Document renewed ;
10. To opt for the Group’s tax provisions defined in article 223 A of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax Code, to perform all the formalities required to benefit under these tax provisions so that they apply to the fiscal year starting on October 1 2004, to obtain the agreement of the French Subsidiaries of which it directly or indirectly holds 95% of the capital and voting rights to be included in the consolidation and to provide the Agent on demand with all substantiating documents relating to thereto ;
11. To ensure that the above Group tax provisions remain in force during the term of the Loan, and to make all the arrangements required to ensure that this undertaking is effective ;
12. To inform the Agent as soon as reasonably if the Indemnification Claim is made, as well as any payment made in relation to this claim, and to supply the Agent with related documents evidencing such claim ;
13. To refrain from, and to ensure its Subsidiaries refrain from, any mergers or acquisitions without prior agreement of the Agent acting on behalf of the Banks, and to take all necessary steps to ensure this undertaking is complied with;
14. At all times to retain 100% direct control of the capital and voting rights of LABORATOIRES EUROSILICONE (except for 6 (six) shares) unless otherwise agreed in advance with the Agent acting on behalf of the Banks, except in the case of thethe enforcement of the pledge in favour of the sellers of the shares of LABORATOIRES EUROSILICONE to the Borrower ;
15. To formalise the payment of any fees and commissions for services provided either directly or indirectly by the Borrower’s shareholders in a contractual arrangement approved in advance by the Agent acting on behalf of the Banks, and to respect the terms of such contractual arrangements ;
16. To make no changes to the closing dates of the fiscal years applying to each Group company except to harmonise them with the closing date of the Borrower’s fiscal year, that’s to say the end of June, commencing on June 30 2005, except as disclosed to the Agent on the date that the Agreement is signed ;
17. No later than 30 calendar days following the date that the Agreement is signed, to provide the Agent with a copy of the minutes of the Extraordinary General Meeting of Shareholders of the Borrower, at which a cash capital increase of a minimum amount of 6,400,000 Euros was approved and exclusively done by MEDICOR Ltd. or one of its Subsidiary and a documentation certifying that the aforesaid capital has been subscribed and paid in full, provided that if the capital increase has been made through by one of MEDICOR Ltd.’s Subsidiaries, to provide the Agent with a certified copy of the statuts of the aforementioned Subsidiary, a “certificat d’immatriculation” and the list of the shareholders showing that MEDICOR Ltd. owns directly or indirectly 100% of the capital and voting rights of the Subsidiary;
18. To immediately inform the Agent of any change to the Borrower’s shareholding as referred to in Article 14 Paragraph (H) ;
19. Not to agree to any contractual subordination of the repayment of the Loan in any way.
Appears in 1 contract
Sources: Loan Agreement (Medicor LTD)