Borrower’s Undertakings Clause Examples
The Borrower’s Undertakings clause sets out specific promises and obligations that the borrower must fulfill throughout the duration of a loan or financing agreement. These undertakings often include requirements such as maintaining certain financial ratios, providing regular financial information, or refraining from taking on additional debt without the lender’s consent. By clearly outlining these ongoing responsibilities, the clause helps ensure the borrower’s compliance with agreed terms and provides the lender with mechanisms to monitor and manage risk during the life of the loan.
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Borrower’s Undertakings. 3.1 The Borrower undertakes that, in his capacity as the shareholder of the Domestic Company, the Borrower shall, and shall cause the Domestic Company and each subsidiary of the Domestic Company (including any private school sponsored by the Domestic Company or any of its subsidiaries as the sponsor, same below):
(a) at the Lender’s reasonable request, to enter into the Controlling Agreements with the Lender in accordance with the instructions of the Lender;
(b) without the prior written consent of the Lender, not to supplement, amend or modify its business scope or service scope (if applicable) or articles of association, or increase or reduce its registered capital or operating capital (if applicable), or change its capital structure in any form;
(c) without the prior written consent of the Lender, not to sell, transfer, mortgage or otherwise dispose of the legal or beneficial rights and interests in any of its assets, businesses or revenues, or permit or create any other security interest on the assets, businesses or revenues;
(d) without the prior written consent of the Lender, not to incur, succeed to, guarantee or permit any debt, unless (i) the debt occurs in the ordinary course of business and (ii) the debt has been disclosed to the Lender and a prior written consent from the Lender has been obtained;
(e) without the prior written consent of the Lender, not to enter into any material contracts (for the purpose of this transaction, a contract with a value exceeding RMB200,000 shall be deemed a material contract) other than the contracts executed in the ordinary course of business;
(f) without the prior written consent of the Lender, not to provide any loan or facility to any person;
(g) upon the Lender’s request, to provide the Lender with all information with respect to its operations and financial status;
(h) without the prior written consent of the Lender, not to merge with or form any alliance with any person, or acquire or invest in any person;
(i) to immediately notify the Lender of the occurrence or threat of any litigation, arbitration or administrative proceedings involving or in relation to its assets, businesses and revenues;
(j) to the extent necessary to maintain its ownership of all its assets, to execute all necessary or appropriate documents, take all necessary or appropriate actions and bring all necessary or appropriate lawsuits or raise necessary and appropriate defenses against all claims;
(k) without the prior written consent of...
Borrower’s Undertakings. 3.1. Borrower undertakes in his capacity as a shareholder of the Domestic Company that Borrower will, and together with the other shareholder(s) of the Domestic Company will cause the Domestic Company to (as applicable):
(a) enter into the Transaction Documents.
(b) not without the prior written consent of Lender, supplement, amend or modify the business scope or organizational documents (including the articles of association) of the Domestic Company, or increase or reduce or in any form change the structure of the registered capital of the Domestic Company.
(c) not without the prior written consent of Lender, sell, transfer, mortgage or otherwise dispose of any legal or beneficial rights and interests in the Domestic Company or any of its assets, businesses or revenues, or permit or create any encumbrance or other third party right thereon;
(d) not without the prior written consent of Lender, incur, succeed to, guarantee or permit the existence of any debts except (i) debts incurred in the ordinary course of business and (ii) debts which have been disclosed to Lender and for which prior written consent has been obtained from Lender;
(e) not without the prior written consent of Lender, grant any loan or credit to any person;
(f) upon Lender’s request, provide to Lender all the information with respect to the operations and financial status of the Domestic Company;
(g) not without the prior written consent of Lender, merge or amalgamate with or form any alliance with any person, or acquire or invest in any person;
(h) immediately notify Lender of the occurrence or threat of any litigation, arbitration or administrative proceedings in relation to or involving its assets, businesses and revenues;
(i) to the extent necessary to maintain its ownership of all its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;
(j) not without the prior written consent of Lender, declare or distribute any profit or dividend to shareholders in any form, but upon request of Lender, to immediately declare and distribute all the distributable profits to its respective shareholders;
(k) at the request of Lender, appoint the persons designated by Lender as directors and senior officers of the Domestic Company; and
(l) strictly comply with the provisions under any agreements to which Borrower and Lender are parties and not tak...
Borrower’s Undertakings. During the term of this Agreement, the Borrower shall comply with undertakings provided for in the remaining provisions of this clause 6.
Borrower’s Undertakings. The Borrowers shall (and shall procure that any other person will, in respect of insurance policies maintains by such other person on behalf of any Borrower):
Borrower’s Undertakings. The borrower hereby undertakes as follows:
Borrower’s Undertakings. The Borrower further undertakes, covenants and agrees with the Bank as follows, namely:-
(a) that the title to the said Property is good, valid and subsisting, and that any charges, rates and taxes relating to the said Property have been paid, and any other terms, covenants, conditions and obligations relating to the said Property to be performed and observed by the Borrower have been duly paid, performed and observed up to the date hereof; And that the Borrower has good right and title to execute the Charge in the manner aforesaid free from all encumbrances save as may be specified in this Agreement;
(b) to pay the quit rent, assessment, rates, taxes and all other outgoings whatsoever payable from time to time in respect of the said Property as and when the same shall become due and payable, and in default whereof, the Bank may (but is not under any obligation to) pay the same or any part thereof, and all monies expended by the Bank together with interest thereon at the rate stipulated herein or such other rate that the Bank may with notice charge from the date of such payments shall on demand be paid to the Bank by the Borrower, and until payment shall be debited from the Borrower's current/savings account or a disbursement/ suspense or any other account to be opened by the Bank for this purpose, and shall be secured by the said Property in addition to the monies hereby secured, with the same priority and with interest at rate stipulated herein or such other rate that the Bank may with notice charge;
(c) to insure and keep insured the buildings now or hereinafter to be erected on the said Property and all machinery, plant and equipment therein, against loss or damage by fire, riot, civil commotion, malicious damage and such other risks as the Bank may require up to the full insurable value thereof with a licensed and reputable insurance company in the joint names of the Borrower and the Bank, and the Borrower will pay all premiums in respect thereof and deliver to the Bank all receipts in respect thereof and the policy or policies of such insurance. All moneys which may be received by virtue of any such policy shall either be applied to make good the loss or damage in respect of which the same may have been received or (at the option of the Bank and without prejudice to any obligations in the policy of insurance or to any obligations having priority to the obligations imposed by this Agreement and the Charge) be applied in or towards the discharge or red...
Borrower’s Undertakings. The Borrower undertakes to perform the following obligations throughout the term of the Agreement :
Borrower’s Undertakings. The Borrower shall:
(i) punctually pay any premium, commission and any other amounts necessary for effecting and maintaining in force each insurance policy;
(ii) promptly notify the relevant insurer of any event entitling the Borrower to make a claim under any policy written by that insurer and diligently pursue that claim;
(iii) comply with all warranties under each policy of insurance;
(iv) not do or omit to do, or permit to be done or not done, anything which might reasonably be expected to:
(A) render any insurance policy, or any provision of that policy, obtained pursuant to Section 5.04(a) (Insurance Requirements) void or voidable or lead to its suspension or impair or defeat any such policy in whole or in part; or
(B) prejudice the Borrower’s or, where any Finance Party is a loss payee or an additional named insured, that Finance Party’s right to claim or recover under any insurance policy;
(v) not rescind, terminate, cancel or cause a material change to any insurance policy;
(vi) procure that each insurer under all insurance policies obtained pursuant to Section 5.04(a) (Insurance Requirements):
(A) is promptly notified of the security interests created in favor of the Finance Parties under the Security in the Borrower’s title to, and rights, interest and benefits under, such policies;
(B) (1) notes on each such policy by way of endorsement or assignment the Finance Parties’ interest in that policy under the Security, such endorsement or assignment to be in form and substance satisfactory to the Senior Lenders, (2) issues an acknowledgment of assignment and (3) deposits each such policy with its brokers or the relevant Finance Party;
(C) together with the relevant brokers, undertakes to notify the Senior Lenders of the issuance of any notice of cancellation or suspension or modification of the relevant policy and of any fact of which it becomes aware that could affect the coverage under that policy and of such other matters as specified in Annex C (Insurance Requirements);
(D) acknowledges that none of the Finance Parties, as a lender and/or beneficiary under the relevant policy and the Security, is liable to the insurers or reinsurers for the payment of any insurance or reinsurance premiums nor for any other obligations of the Borrower; and
(E) agrees that any insurance policy containing any loss payee, assignment or additional insured provision in favor of the Finance Parties will not be vitiated or voided against the Finance Parties as a result ...
Borrower’s Undertakings. The Guarantor will ensure that the Borrower complies with all its obligations under Clause 16 (Costs and Expenses), Clause 20 (General Undertakings) (in particular, those under Clause 20.35 (Subsidies)) and Clause 35 (The Federal State Guarantee) of the Facility Agreement.
Borrower’s Undertakings. The Borrowers will:
14.2.1 comply with all applicable Environmental Laws and will maintain in force and promptly obtain or renew all Environmental Approvals required to operate its business as from time to time conducted or reasonably anticipated to be conducted;
14.2.2 notify the Agent forthwith in writing upon:
14.2.2.1 any Environmental Claim being made against them and/or any operator or the Manager for the time being of any of the Delivered Vessels, or otherwise in connection with any of the Delivered Vessels; and
14.2.2.2 any Environmental Incident occurring;
14.2.3 keep the Agent advised in writing on such regular basis and in such detail(s) as the Agent shall require, of their response to any Environmental Claim made in connection with any of the Delivered Vessels or Environmental Incident;
14.2.4 to indemnify the Lenders against any losses and/or costs and/or taxes of whatsoever nature they might incur deriving from an Environmental Claim or an Environmental Incident.