Undertakings of the Issuers and the Guarantor Clause Samples
The "Undertakings of the Issuers and the Guarantor" clause sets out the specific promises and obligations that the issuers and the guarantor agree to fulfill under the agreement. These undertakings often include commitments such as maintaining certain financial ratios, providing regular financial information, or refraining from actions that could negatively impact the value of the securities or the ability to meet obligations. By clearly outlining these responsibilities, the clause ensures ongoing compliance and provides assurance to investors or counterparties that the issuers and guarantor will act in ways that protect their interests and uphold the terms of the agreement.
Undertakings of the Issuers and the Guarantor. (1) Notification of material developments
(a) Each Issuer and the Guarantor shall:
(i) promptly after becoming aware of the occurrence thereof, notify each Dealer of (A) any Event of Default or any condition, event or act which would after an issue of Notes (or would with the giving of notice and/or the lapse of time) constitute an Event of Default or
Undertakings of the Issuers and the Guarantor. 3.1 If while this Agreement is in effect, an event occurs which would render any of the representations and warranties set out in Clause 2.1 immediately, or with the lapse of time, untrue or incorrect in any material respect or otherwise would be material to holders of Notes, the relevant Issuer and, if such Notes are ECP Notes issued by CP 2, the Guarantor will inform such Dealer in writing as soon as practicable of the occurrence of such event. In either case, such Dealer shall inform such Issuer and, if applicable, the Guarantor in writing without any undue delay whether it wishes to continue or discontinue the issuance and delivery of any Notes remaining to be settled. In the event that (i) the Issuers and the Guarantor determine to continue to offer Notes under this Agreement or (ii) any Dealer notifies the relevant Issuer and, if applicable, the Guarantor that it is then holding Notes in inventory that were purchased from such Issuer, the Issuers or the relevant Issuers, as the case may be, and, if applicable, the Guarantor shall promptly either confirm to the Dealers, in the case of clause (i) above, or such Dealer, in the case of clause (ii) above, that the representation and warranty contained in sub-Clause 2.1.5 is true and accurate on the date of such confirmation or supplement or amend the Information Memorandum so that the representation and warranty contained in sub-Clause 2.1.5 is true and accurate as at the date such supplement or amendment is delivered to the Dealers and such Issuer and, if applicable, the Guarantor shall make such supplement or amendment available to the Dealers.
3.2 The relevant Issuer and, if the Notes related to the applicable Claim are ECP Notes issued by CP 2, the Guarantor undertake that they shall indemnify and hold harmless on demand each Indemnitee against such Claim, imposed upon, incurred by or asserted against the Indemnitees arising out of or based upon:
(a) any allegation that the Information Memorandum included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
(b) arising out of or based upon the breach or alleged breach by such Issuer or, if applicable, the Guarantor of any agreement, covenant or representation made in or pursuant to this Agreement;
(c) Notes not being issued for any r...
Undertakings of the Issuers and the Guarantor