Undertakings and Covenants Clause Samples

Undertakings and Covenants. 18.1 The undertakings and covenants in this clause 18 remain in force for the duration of the Facility Period. 18.2 Each Borrower shall supply to the Agent as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial years, its audited consolidated financial statements for that financial year, prepared in accordance with IFRS, and cashflows. 18.3 Each Borrower shall supply to the Agent as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each fiscal first half year during each of its financial years, its unaudited consolidated financial statements for that fiscal half, signed by a duly authorised representative of the Borrower, which shall include an income statement and a cashflow statement. 18.4 Each Borrower shall supply to the Agent a financial projection relating to it in respect of the following financial year on or by the start of each financial year until it has provided those financial projections for three (3) years of the Facility Period.

Undertakings and Covenants. 15.1 You undertake to us that you will: (a) duly and promptly comply with all laws and mandatory obligations applicable, the non- compliance with which might have a material adverse effect on you; (b) duly and promptly perform and comply with your obligations under the Securities to which you are a party and the transactions contemplated by you; (c) notify us of the occurrence of any Event of Default or any event or circumstance which may have a material adverse effect on you, immediately upon becoming aware of it (providing us with full details of it and any action taken or proposed to be taken in relation to it); (d) promptly give to us, on reasonable request, any information relating to your business, financial condition or operations; (e) at all times: (i) insure and keep insured all of your assets of an insurable nature which are customarily insured against loss or damage by fire, earthquake and war damage, and other risks normally insured against by persons carrying on the same class of business as that carried on by you (and any other risks which we may from time to time reasonably require) for their full insurable value; and (ii) take out and maintain such other insurance against liability on account of injury or damage sufferance by the public and against such other risks that are considered prudent and in accordance with best commercial practice to insure against, in each case with reputable insurers approved by us, noting our and your names for each other’s respective rights and interest with all payments on account of loss or otherwise to be made to our order. You must, at such times as we may reasonably require, provide a certificate from an insurer approved by us confirming that you are complying with your insurance obligations under this clause; and (f) if the Borrower is a company do all things necessary to maintain your corporate existence in the same form as at the date of the Facility Agreement. 15.2 In addition to any undertaking stated in the Facility Agreement, you undertake to us that you will not, without our prior written consent: (a) create or permit to exist any security interest over the whole or any part of your assets; (b) lend or otherwise provide any other financial accommodation to, give any guarantee or indemnity in respect of, or otherwise assume, the indebtedness or the obligations of any person; (c) make a material change in the nature or scope of your business as it is conducted as at the date of the Facility Agreement...

Undertakings and Covenants. 8.1 The Assignor hereby agrees and undertakes: (a) to refrain from any action which would in anyway prejudice or limit the Bank’s rights under or in respect of any Purchased Receivable; (b) to assist and co-operate with the Bank, to take all steps, Including the bringing of legal proceedings In the name of the Assignor, as the Bank may, acting reasonably, deem necessary to recover amounts due and unpaid in respect of the Purchased Receivables; (c) not to (I) agree to any variations or amendments to or of the Contract or any documentation In relation to a Purchased Receivable If such variation or amendment would have the effect of altering the Bank’s rights under this Agreement In respect of the Purchased Receivable or the effect of changing the amount payable and due under the Purchased Receivable or (ii) extend any credit period, in each case without the prior consent of the Bank; (d) to remain duly organized and validly existing under the laws of the country of its Incorporation; (e) to do all that it reasonably can to ensure that any Purchased Receivable or assignment hereunder or under an Assignment Agreement validly creates the obligations which it purports to create; and without limiting the generality of the foregoing, and promptly, to register, file, record or enrol any Purchased Receivable or assignment hereunder with any court or authority as may be required and give any notice and take any other step which may be or has become necessary for any Purchased Receivable or assignment to be valid, enforceable or admissible in evidence, subject always to the ability of the Assignor to do so as a matter of Applicable Law; (f) If any amount due to the Bank in respect of a Purchased Receivable is paid to an account of the Assignor, to hold such amount on trust for the Bank and as soon as possible thereafter to pay such amount (or the equivalent of that amount in the Relevant Currency if the amount due to the Bank was received by the Assignor In a different currency) to the Bank; (g) to promptly inform the Bank of any material breach of, default under, or dispute relating to a contract relating to a Purchased Receivable, and of any event which might impede the full and timely payment of the amounts due in respect of the Purchased Receivables; (h) not to create or permit to subsist any encumbrance in respect of any Purchased Receivable or to assign, transfer or otherwise deal with or purport to assign, transfer or otherwise deal with any of Its rights in re...

Undertakings and Covenants. 7.1 Each of the Mortgagors undertakes that for so long as the Agreement remains in existence it will: 7.1.1 promptly deliver or cause to be delivered to the Mortgagee all notices and other communications which the Mortgagor may receive in respect or in connection with the Shares; 7.1.2 pay to the Mortgagee upon demand, the amount of all expenses which the Mortgagee may incur in or with a view to perfecting or enforcing this Deed or otherwise in connection herewith; 7.1.3 promptly pay all calls and other payments which may become due in respect of any of the Shares; and 7.1.4 not at any time create, assume or permit to arise or subsist any encumbrance whatsoever on any or all of the Shares or transfer sell or otherwise howsoever deal with the Shares except pursuant hereto. 7.2 Each of the Mortgagors covenants with the Mortgagee that: 7.2.1 it will not, without the prior written consent of the Mortgagee, sell, transfer or deal with, or agree (conditionally or unconditionally) to sell, transfer or deal with any of the Shares or any interest in them during the continuance of this Deed; and 7.2.2 it will not, without the prior written consent of the Mortgagee, create or permit to subsist any mortgage, pledge, lien, charge, assignment by way of security, hypothecation, letter of trust, security interest or any other security agreement or arrangement existing or future upon the Shares or any of them to secure any liability (actual or contingent) except as constituted by this Deed or grant any right or interest in or over the Shares or any of them.

Undertakings and Covenants. 11.1 General undertakings You undertake to NAB that you will: (a) conduct your business and financial affairs in a proper, orderly and efficient manner and keep proper financial, accounting and other records in respect of the same;

Undertakings and Covenants. 7.1. The Founder and the Company hereby jointly and severally undertake to the Investor that prior to the Closing the total outstanding balance of interest-bearing Debt (not including any Series B Preferred Shares or any repurchase, redemption or guarantee obligations or any other payment obligations in connection therewith) of the Company and Hunan Operating Entity and all their respective subsidiaries (including but not limited to the VIE Affiliates) shall not exceed US Dollar eight million (US$8,000,000); 7.2. The Founder and the Company hereby jointly and severally undertake to the Investor that, commencing from the Closing Date until the earlier to occur of (i) no Series C Preferred Shares being outstanding and (ii) the consummation of an IPO: (a) the Total Purchase Price received by Company after deducting any fees and expenses (including but not limited to Costs and Expenses set forth in Section 12.12) and any taxes, shall be used for the general corporate purposes and investments in technology and infrastructure; (b) any of the Company, Hunan Operating Entity or their respective subsidiaries (including but not limited to the VIE Affiliates) shall not incur any new Debt exceeding US Dollar two million (US$2,000,000) in aggregate, nor shall any of the Company, Hunan Operating Entity or their respective subsidiaries (including but not limited to the VIE Affiliates) attach any new security interest or liens to its equity or assets without prior written consent of the Investor; (c) the Company will notify the Investor of any Material Decision in writing in advance. If the Investor responds within seven (7) days to the effect it does not agree to such Material Decision and the Company proceeds with such Material Decision, the Investor may request the Company to redeem its outstanding Series C Preferred Shares in accordance with Section 7.4 hereunder and in the time and manner as set out in the Terms and Conditions; (d) the Founder shall own no less than 51% of the voting rights of the Company any time prior to an IPO (on a fully diluted and as converted basis as if all Preferred Shares have been fully converted into Ordinary Shares). If the Founder’s voting rights fall below 51% before an IPO, the Investor has the right to require the Company to redeem its outstanding Series C Preferred Shares in accordance with Section 7.4 hereunder and in the time and manner as set out in the Terms and Conditions; (e) the Company will notify the Investor co-investment ...

Undertakings and Covenants. Each of the undertakings and covenants contained in the Principal Agreement (including those contained in clause 11, clause 12, clause 13, clause 14 and clause 15 of the Principal Agreement) shall be deemed to be repeated by the Borrower on the date of this Second Supplemental Letter.

Undertakings and Covenants. 4.1 As long as the Notes remain outstanding, the Issuer shall timeously prepare and deliver to the Investor without charge: 4.1.1 the Issuer’s audited annual financial statements prepared in accordance with the applicable accounting and financial reporting standards; 4.1.2 minutes of meetings of the board and shareholders of the Issuer; and 4.1.3 regular reports on the Issuer’s business activities, operations and future plans. 4.2 Notwithstanding the provisions of paragraph 4.1 above, the Investor shall be entitled to carry out its own audit of the Issuer’s books at the Investor’s expense. 4.3 As long as the Note remain outstanding, the consent of the Investor shall be required for the following decisions, such consent not to be unreasonably withheld: 4.3.1 except as provided for in this Instrument, to incur any Financial Indebtedness (whether bonds, loans or otherwise) ranking higher than or pari passu with the Issuer’s obligation to repay the Investor under this Instrument; 4.3.2 to undertake any financing or issue securities convertible into or exercisable for shares in the Issuer; 4.3.3 to enter into any corporate restructuring, merger or de-merger, consolidation, reorganisation, liquidation, dissolution or sale of the Issuer or filing of a petition in bankruptcy (or similar); 4.3.4 permit any change in the Issuer's line of business other than businesses substantially similar or related to the existing business of the Issuer at the date hereof; 3 This is relevant where the transaction features a DSRA. 4.3.5 permit the cessation of the Issuer's business or a substantial part thereof; 4.3.6 permit the disposal, granting of any encumbrances or lien over any of its major assets, deemed major at the sole discretion of the Investor, except in relation to proposed asset sales by the Issuer which have been disclosed in writing to the Investor before execution of this Instrument; 4.3.7 create, incur, assume or permit to exist, directly or indirectly, any lien on or with respect to the Equipment; and 4.3.8 to appoint or remove any director or managing director of the Issuer except in the case of casual vacancy. For the purposes of this paragraph 4.3, “Financial Indebtedness” means any indebtedness of the Issuer howsoever arising.

Undertakings and Covenants. Each Client under this Agreement hereby undertakes and covenants to the Financing Bank as below; and such undertakings and covenants shall be reaffirmed by the Client when each Facility utilization request is made under this Agreement and shall be kept effective on an ongoing basis: 4.1 Each Client hereof confirms that it shall only use the Facility hereunder for the Purposes allowed herein. 4.2 Each Client hereof shall fully and timely repay or pay any debt due and payable under this Agreement (including any payable fees or charges in connection herewith), and strictly perform the obligations under the Agreement. 4.3 Each Client hereof shall obtain, comply with the terms of and do all that is necessary to maintain in full force and effect (within any specified time limits needed) all verifications, approvals, registrations, licenses and consents required by applicable laws and regulations, to enable the Client lawfully to enter into and perform its obligations under the Agreement and to ensure the legality, validity, enforceability or admissibility thereof and, if required by the Financing Bank, promptly provide evidence of the same. 4.4 Each Client hereof shall, per the request of the Financing Bank and at its own cost (unless otherwise provided by the laws or the requirements of the regulatory authorities), promptly provide the security hereof, execute the related security documents and make registration and handle any issues in relation to the security as reasonably directed and required by the Financing Bank; the Client shall also provide the additional security pursuant to the stipulations of this Agreement or requirements of the Financing Bank. 4.5 Each Client hereof shall maintain its commercial existence and conduct its business in a proper and efficient manner. In addition, it shall comply with the applicable laws, regulations, authorisations, agreements and other obligations, pay all taxes timely, and comply with all of the laws applied in all respects. 4.6 Each Client hereof shall ensure its obligations under this Agreement should, at any time, rank at least pari passu with all the unsecured, unconditional and unsubordinated obligations of the Client. 4.7 Each Client hereof shall, at request of the Financing Bank, submit its audited financial statements (in English and/or Chinese language, to be determined by the Financing Bank) within 180 days (or any other longer period otherwise agreed by the Financing Bank) after the end of each financial y...