Other Undertakings Clause Samples
The "Other Undertakings" clause sets out additional promises or obligations that a party agrees to fulfill beyond the main terms of the contract. These undertakings may include requirements such as providing regular reports, maintaining certain standards, or refraining from specific actions during the contract period. By specifying these supplementary commitments, the clause ensures that all parties are clear on their broader responsibilities, helping to prevent misunderstandings and supporting the smooth execution of the agreement.
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Other Undertakings. To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows:
(a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements.
(b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following:
(i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law.
(ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the C...
Other Undertakings. 1. The Recipient, through the CPMU and no later than September 30, 2010, shall prepare and submit to the Association for its review at least two (2) packages of bidding documents and technical specifications of medical equipment for district hospitals listed in the first eighteen (18) month Procurement Plan and to be acquired under International Competitive Bidding procedure, and shall finalize said documents and specifications taking the Association’s comments into account.
2. The Recipient, through the CPMU, shall prepare and submit to the Association for its review: (a) no later than June 30, 2010, architectural designs for the construction of District Preventive Health Centers listed in the first eighteen (18) month Procurement Plan; and (b) no later than December 31, 2010, at least 10 packages of bidding documents for the construction of District Preventive Health Centers listed in the first eighteen (18) month Procurement Plan, and shall finalize said documents and specifications taking the Association’s comments into account. The procedure to be followed for National Competitive Bidding shall be those set forth in Article 18 on Open Bidding of the Law on Procurement 61/2005/QH11 dated November 29, 2005, Law 38/2009/QH12 dated June 19, 2009 on Amending and Supplementing a Number of Articles of Laws Concerning Capital Construction Investment, and Decree 85/2009/ND-CP, Guiding Implementation of Law on Procurement and Selection of Construction Contractors under the Construction Law dated October 15, 2009 (collectively, “National Procurement Laws”) with due consideration to economy, efficiency and transparency as set forth in, and broad consistency with, Section I of the “Guidelines for Procurement under IBRD Loans and ▇▇▇ Credits” published by the Association in May 2004 and revised in October 2006 (the “Guidelines”) and required by paragraphs 3.3 and 3.4 of the Guidelines. Whenever any procedure in the National Procurement Laws is inconsistent with the requirements of said paragraphs 3.3 and 3.4 of the Guidelines, the latter shall prevail, including the following:
1. The eligibility of bidders shall be as defined under Section I of the Guidelines; accordingly, no bidder or potential bidder shall be declared ineligible for contracts financed by the Association for reasons other than those provided in Section I of the Guidelines. Foreign bidders shall be eligible to participate in bidding under the same conditions as national bidders. In particular, no d...
Other Undertakings. A. Eligibility Criteria and Procedures under Component 1 (a) of the Project
1. The Recipient shall ensure that the Credit Union Sub-loans and BG Sub-loans are made in accordance with the criteria and procedures set forth in the CIA Operational Manual or Credit Union Operational Manual, and on terms and conditions referred to in this Section of this Agreement;
2. For the purposes of Component 1 (a) of the Project, Recipient shall relend part of the proceeds of the Credit B to the CIA under an agency agreement to be entered into between the Ministry of Finance of the Borrower, the State Agency of Agricultural Credit of the Recipient and the CIA under terms and conditions which shall have been approved by the Association and which shall include the following:
(a) the principal amount to be relent out of the proceeds of the Credit to the CIA shall be denominated in Manat;
(b) the interest to the CIA shall be charged semi-annually, on the principal amount thereof withdrawn and outstanding from time to time, interest at a rate (the base lending rate) equal to the six (6) month auction rate of the National Bank of Azerbaijan;
(c) its maturity period is not more than three (3) years including a grace period not more than one (1) year; and
(d) the CIA shall add a spread to the base lending rate in order to determine the on-lending rates to the BGs and credit unions, which shall be determined on the basis of the CIA Business Plan, satisfactory to the Association.
3. The eligibility criteria for Sub-projects under Component 1 (a), through credit unions to the Sub-loan Beneficiary under Component 1 (a) of the Project shall be defined in the Credit Union Operational Manual, satisfactory to the Association, including the process of appraisal, supervision and monitoring, as well as environmental and procurement requirement.
4. Participating credit unions shall:
(a) have been licensed by the National Bank of Azerbaijan, in accordance with the Rules of Licensing the Banking Activity of Credit Unions, approved by the National Bank of Azerbaijan on January 27, 2001 (Protocol No. 1), or any other applicable laws and regulations of the Recipient;
(b) be in compliance with all the prudential norms prescribed by the National Bank of Azerbaijan through its Rules on Normative Economic Regulation of Credit Unions dated January 27, 2001 (Protocol No. 1);
(c) maintain a minimum loan recovery rate of 95%;
(d) have the annual audit of their accounts; and
(e) abide by the terms and cond...
Other Undertakings. Tenant shall take such actions and execute and deliver such documents, including, without limitation, the New Lease and new or amended Memorandum(s) of Lease and, if requested by Landlord, an amendment to this Master Lease, as are reasonably necessary and appropriate to effectuate fully the provisions and intent of this Section 1.12(b), and as otherwise are appropriate or as Landlord or any Title Insurer may reasonably request to evidence such removal and new leasing of the Removal Properties, including memoranda of lease with respect to such New Leases and amendments of all existing memoranda of lease with respect to this Master Lease and an amendment of this Master Lease.
Other Undertakings. A. No later than sixty days after the Effective Date, the Recipient shall have prepared the first Annual Work Program for the running calendar year, in form and substance acceptable to the Association.
B. No later than ninety days after the Effective Date, the Recipient shall establish in each region a Project Regional Coordination Unit, with terms of reference satisfactory to the Association and shall appoint for each such Regional Coordination Unit the key staff with terms of reference, qualification and experience satisfactory to the Association, including the following: (i) a Regional Coordinator; (ii) a Monitoring and Evaluation Specialist; (iii) a Capacity Building Specialist; and (iv) an Administrative and Financial Controller (who will be responsible for at least two regions).
C. No later than November 30 of each calendar year, starting from November 30, 2007, throughout the implementation of the Project, the Recipient shall have prepared an Annual Work Program for the forthcoming year, in form and substance acceptable to the Association.
D. No later than thirty (30) months after the Effective date, or such later date as may be agreed upon by the Recipient and the Association, the Recipient and the Association shall carry out a mid term review of the Project, covering the progress achieved in the implementation of the Project. The Recipient shall prepare under terms of reference satisfactory to the Association, and furnish to the Association about three months prior to the beginning of such mid term review of the Project, a report integrating the results of the monitoring and evaluation activities performed pursuant to this Agreement, on the progress achieved in the carrying out of the Project during the period preceding the date of such report, and setting out the measures recommended to ensure the efficient carrying out of the Project and the achievement of the objectives of the Project during the period following such date.
E. Each year commencing the second year after the Effective Date, the Recipient shall: (i) retain the services of an independent consultant with terms of reference, qualification and experience satisfactory to the Association; (ii) carry out an independent procurement audit of selected Beneficiaries; and (iii) furnish to the Association the audit report and such other information concerning the audit of the procurement of such activities and such auditors as the Association may from time to time reasonably request.
F. No late...
Other Undertakings. Seller hereby covenants or represents, as applicable, as of the Settlement Date and, where specifically indicated, the Agreement Date, that:
(i) as of the date hereof it will not grant, and has not granted, any liens on the Participations other than the lien provided herein or under the Seller Financing Agreement;
(ii) it shall maintain the necessary service providers and have sufficient funds to pay for the expenses related to elevating each of the Participations, to continue its existence and to effect the duties and obligations of Seller as provided herein, in each case until the termination of this Agreement in accordance with Section 15 and/or Section 16 of the Standard Terms;
(iii) [Reserved];
(iv) The Loans, the Commitments and the Transferred Rights have been, upon payment of the Purchase Price, released from the lien of the Administrative Agent under the Seller Financing Agreement and the Seller will cause all Distributions to be paid to the account of the Buyer within one Business Day of receipt thereof;
(v) Other than as granted to the Buyer and as released by the Administrative Agent on the date of this Agreement, there is no charge, pledge or lien or other security interest in any Loan or Participation subject to this Agreement;
(vi) The Purchase Price paid by Buyer to Seller for the Participation represents the amount agreed to by the Buyer and the Seller as of the date of determination thereof;
(vii) [Reserved];
(viii) (i) Seller has not instituted, and Seller does not have pending against it, a proceeding seeking a judgment of its insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights; and Seller does not have a petition presented for its winding-up or liquidation; (ii) Seller has not and will not sell the Participation or otherwise transfer an interest in the Loans in contemplation thereof or to prevent the application of its assets in the manner described in the Bankruptcy Code or any other applicable insolvency law, and (iii) Seller is not selling the Participation to Buyer with an intent to hinder or delay payment to or defraud the creditors of Seller;
(ix) There are no agreements, arrangements or understandings, written or otherwise, with respect to the Loans or the Transferred Rights, other than the Transaction Documents, the Contribution Agreement, the Distribution and Contribution Agreement, the Multilateral Agreement and this Agreement;
(x) Seller does no...
Other Undertakings. The Borrower shall cause SEPLAG to: (i) no later than three months after the Effective Date, designate the independent auditors as referred to in Sections II. B.3 above; and (ii) no later than six months after the Effective Date, designate the procurement auditors as referred to in Section I. A.6 above; all under terms of reference and with qualifications and experience satisfactory to the Bank.
1. The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date (“Installment Share”). If the proceeds of the Loan have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined by the Bank by multiplying: (a) Withdrawn Loan Balance as of the first Principal Payment Date; by (b) the Installment Share for each Principal Payment Date, such repayable amount to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. On each March 15 and September 15 Beginning September 15, 2016 through March 15, 2039 2.13% On September 15, 2039 2.02%
2. If the proceeds of the Loan have not been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined as follows:
(a) To the extent that any proceeds of the Loan have been withdrawn as of the first Principal Payment Date, the Borrower shall repay the Withdrawn Loan Balance as of such date in accordance with paragraph 1 of this Schedule.
(b) Any amount withdrawn after the first Principal Payment Date shall be repaid on each Principal Payment Date falling after the date of such withdrawal in amounts determined by the Bank by multiplying the amount of each such withdrawal by a fraction, the numerator of which is the original Installment Share specified in the table in paragraph 1 of this Schedule for said Principal Payment Date (“Original Installment Share”) and the denominator of which is the sum of all remaining Original Installment Shares for Principal Payment Dates falling on or after such date, such amounts repayable to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies.
(a) Amounts of the Loan withdrawn within two calendar months prior to any Principal P...
Other Undertakings. The Borrower shall take note of the Bank’s group statement on tax fraud, tax evasion, tax avoidance, aggressive tax planning, money laundering and financing of terrorism (as published on the Bank’s website and as may be amended from time to time).
Other Undertakings. The Project Implementing Entity shall prior to the commencement of each Fiscal Year submit in form and substance satisfactory to the Association a consolidated annual work plan for the subsequent year. Any such work plan, shall include inter alia an updated procurement plan and budget proposal for project activities in accordance with the PIP.
Other Undertakings. The Recipient shall: