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. Tenant shall take such actions and execute and deliver such documents, including 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, 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. 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. 1. Without limitation upon its obligations under Section 3.01 of this Agreement, the Recipient shall:
(a) maintain, in a commercial bank and on terms and conditions satisfactory to the Association, an advance account in the currency of the Recipient (hereinafter referred to as the Project Account), into which it shall deposit from time to time its local counterpart contribution, if any, to the cost of the Project;
(b) deposit into the Project Account an initial advance equivalent to $500,000, and thereafter replenish the Project Account from time to time, as shall be agreed with the Association; and
(c) ensure that funds deposited into the Project Account shall be used only for the purposes of defraying the cost of expenditures incurred in the execution of the Project which are not financed out of the proceeds of the Credit.
(a) The Recipient shall establish and maintain a Road Maintenance Fund (RMF) to provide timely and adequate resources for road maintenance under terms and conditions which shall be acceptable to the Association, including clear, transparent and efficient criteria for financing of rural road maintenance, clear and transparent guidelines governing oversight of RMF, clarification of the role of local governments, provision for independent technical, financial and organizational audits to monitor the operations of RMF, and an increasing share of road user charges in the aggregate resources of RMF.
(b) The Recipient shall, beginning January 1, 2003:
(i) take steps to have technical, financial and organizational audits of the RMF undertaken on a semi-annual basis; and
(ii) promptly after the completion of each such audit and, in any event, not later than three (3) months after the end of the reporting period to which it relates, forward the report of such audit to the Association, for review and comments.
(c) No later than June 30, 2011, the Recipient shall: (i) prepare a plan, and budget satisfactory to the Association, for the maintenance of rural roads rehabilitated under the Project; and (ii) reflect the same in the RMF budget for the subsequent year. commencing November 15, 2012, to and including May 15, 2022 1% commencing November 15, 2022, to and including May 15, 2042 2% * The percentages represent the percentage of the principal amount of the Credit to be repaid, except as the Association may otherwise specify pursuant to Section 3.03 (b) of the General Conditions.
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. 1. The Recipient shall, no later than June 30, 2010: (a) develop and install in the CPO, all PPMUs and DPMUs an accounting software program acceptable to the Association for purposes of Project operations and reporting; and (b) ensure that all accountants and financial management staff in the CPO, PPMUs, and DPMUs have been effectively trained in financial management aspects of the Project including in use of manuals, procedures, and use of said software program referred to in sub-paragraph (a) above.
2. The Recipient shall, no later than November 30, 2010 ensure that all accountants and financial management staff in the CDBs have been effectively trained in financial management aspects of the Project including the use of manuals and procedures. 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 domestic preference over foreign bidders shall be granted to national bidders in bid evaluation, nor shall foreign bidders be asked or required to form joint ventures with national bidders in order to submit a bid. Bidders located in the same province or city as the procuring entity shall not ...
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. A. No later than three (3) months after the Effective Date, the Borrower shall have ensured that NACA has recruited, in accordance with the requirements of Section III of this Schedule 2, the following long-term senior technical specialists for the Project (in addition to those recruited pursuant to Section 5.01(a) of this Agreement): (i) a second financial management consultant; and (ii) a second procurement consultant, all with terms of reference, qualifications and experience satisfactory to the Bank.
B. The Borrower shall ensure that its Office of the Auditor General has cleared all of the audit backlogs: (i) no later than eight (8) months after the Effective Date for Phase I Health Districts; and (ii) by inception of Phase II Health Districts, to the Bank’s satisfaction.
C. No later than twelve (12) months after the Effective Date, the Borrower shall have ensured that a detailed social analysis under Part A of the Project has been carried out, as satisfactory to the Bank.
D. No later than six (6) months after the Effective Date, the Borrower shall have ensured that all finance and accounting Project staff in the Beneficiary Ministries and NACA necessary for Project implementation have been recruited in accordance with the requirements of Section III of this Schedule 2, all with terms of reference, qualifications and experience satisfactory to the Bank. 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; and (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. Principal Payment Date Installment Share (Expressed as a Percentage) On each April 15and October 15 Beginning October 15, 2016 Through October 15, 2032 2.94 % On April 15, 2033 2.98 %
Other Undertakings. The Recipient shall: