Negative Undertakings definition

Negative Undertakings. As per Schedule 15 (General Undertakings) of the Precedent Senior Facilities Agreement (as amended in accordance with the baskets and thresholds set out in Schedule 1 (Key Baskets and Thresholds) and the terms of the Commitment Documents), amended to reflect that the proviso to the definition of Permitted Collateral Lien in Schedule 17 (Certain New York Law Defined Terms) of the Precedent Senior Facilities Agreement shall be deleted in its entirety and replaced with the following wording: “provided that, in the case of paragraphs (b) and (c) above, each of the secured parties to any such Indebtedness that exceeds an aggregate amount equal to the greater of (x) £21 million and (y) ten (10) per cent. of LTM EBITDA that is to share in all or substantially all of the Transaction Security will have entered into the Intercreditor Agreement or an Additional Intercreditor Agreement and provided further that for purposes of determining compliance with this definition, in the event that a Permitted Collateral Lien meets the criteria of more than one of the categories of Permitted Collateral Liens described in paragraphs (a) through (c) above, the Company will be permitted to classify such Permitted Collateral Lien on the date of its Incurrence and reclassify such Permitted Collateral Lien at any time and in any manner that complies with this definition and provided further that Permitted Collateral Liens may not have super senior priority status in respect of the proceeds from the enforcement of the Charged Property or a distressed disposal of assets, other than as permitted by paragraph (b)(ii) above, save that nothing in this definition shall prevent lenders under any Credit Facilities from providing for any ordering of payments under the various tranches of such Credit Facilities.” Events of Default (including Clean Up Periods and Excluded Matters): As per the Precedent Senior Facilities Agreement updated to reflect the Market Terms and adjusted to remove reference to the 60 day grace period in paragraph (e) of clause 30.6 (Acceleration) of the Precedent Senior Facilities Agreement. Debt Incurrence (including Additional Facilities and Indebtedness): Mechanics, conditions and other terms as per the Precedent Senior Facilities Agreement, as amended in accordance with the baskets and thresholds set out in Schedule 1 (Key Baskets and Thresholds) and the terms of the Commitment Documents and as further amended to reflect that the definitions of "Additional MFN Term Fa...
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Negative Undertakings. Undertakings usual for facilities of this type (subject to customary exceptions and qualifications to be agreed) including:
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Negative Undertakings. The Company:
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Examples of Negative Undertakings in a sentence

  • If the Issuer requests that the Security Trustee grant its consent as required pursuant to clause 37 (Negative Undertakings), the Security Trustee may grant or withhold the requested consent at its discretion, taking into account the reasonable interests of the Transaction Creditors in accordance with clause 3.1 hereof.

  • The undertakings in this Clause 22 (Negative Undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Prepayment Penalty of 10% of the prepaid amount up to but not including the twelfth mortgage loan payment date beyond the Lockout End Date disclosed above; declining thereafter by 1% annually up to but not including the Prepayment Penalty End Date.

  • The undertakings in this Clause 20 (Negative Undertakings) remain in force throughout the Security Period except as the Facility Agent, acting with the authorization of the Majority Lenders may otherwise permit.

  • Perhaps the most recent extreme examples of war mongering come from Nazi Germany and Fascist Italy, where higher educational institutions spread propaganda on the merits of war (Glaeser et al., 2007).Still, evidence suggests that education can affect attitudes towards war in at least limited or indirect ways.

  • The Borrower shall, and shall cause each of its Subsidiaries to, comply with the undertakings contained in this Clause 22 (Negative Undertakings).

  • During this time, State Derivative Action Plaintiff’s Counsel also continued communications with the Mediator and directly with Defendants’ Counsel to obtain additional information and to continue good faith negotiations.

  • Without in any way limiting Clause 22 (Negative Undertakings - the Group), the undertakings in this Clause 23 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Document or any Commitment is in force.

  • Any requirement of Clause 20 (Financial covenants), Clause 22 (Negative Undertakings - the Group) or Clause 23 (Negative Undertakings - the Regional Group) (other than any requirement to notify the Agent pursuant to sub-paragraph (b)(iv)(B) of Clause 23.4 (Loans and guarantees)) is not satisfied.

  • Brooks 2015: Recent tree die-off has little effect on streamflow in contrast to expected increases from historical studies, Water Resour.

Related to Negative Undertakings

  • Standard Securitization Undertakings means representations, warranties, covenants and indemnities entered into by the Borrower or a Subsidiary thereof that are reasonably customary in non-recourse securitization transactions.

  • Undertakings as references to obligations under this Framework Agreement;

  • Disclosure Undertaking means the Issuer’s master undertaking to provide ongoing disclosure relating to certain obligations contained in the SEC Rule in connection with the general obligation notes of the Issuer issued after February 27, 2019, as implemented by Ordinance Number 50-933 of the Issuer.

  • Negative Covenants The Postpetition Financing Documents shall contain negative covenants of the Borrower acceptable to the Lender.

  • Loan Agreements means any other loan agreements entered into by and between the Trust and one or more of the Borrowers pursuant to which the Trust will make Loans to such Borrowers from moneys on deposit in the Project Fund, excluding the Project Loan Account, financed with the proceeds of the Trust Bonds.

  • insurance undertaking means insurance undertaking as defined in point (1) of Article 13 of Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (1);

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • Special Purpose Financing Undertakings representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Borrower or any of its Restricted Subsidiaries that the Borrower determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes, (ii) Hedging Obligations or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Borrower or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, or (iii) any Guarantee in respect of customary recourse obligations (as determined in good faith by the Borrower, which determination shall be conclusive) in connection with any Special Purpose Financing or Financing Disposition, including in respect of Liabilities in the event of any involuntary case commenced with the collusion of any Special Purpose Subsidiary or any Affiliate thereof, or any voluntary case commenced by any Special Purpose Subsidiary, under any applicable bankruptcy law, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Borrower or a Restricted Subsidiary that is not a Special Purpose Subsidiary.

  • related undertaking means any undertaking in which any person has a

  • Affiliate Subordination Agreement means an Affiliate Subordination Agreement substantially in the form of Exhibit C pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

  • Facility Agreement means an agreement or arrangement between a State Party and the Organization relating to a specific facility subject to on-site verification pursuant to Articles IV, V and VI.

  • Subordination Provisions has the meaning specified in Section 8.01(l).

  • Underlying Loan Agreement means, with respect to any Loan, the document or documents evidencing the commercial loan agreement or facility pursuant to which such Loan is made.

  • Facility Agreements means the agreements of that name between the Issuer and different

  • reinsurance undertaking means reinsurance undertaking as defined in point (4) of Article 13 of Directive 2009/138/EC;

  • Sewerage Undertaker means the Company appointed to be the sewerage undertaker under Section 6(1) of the 1991 Act for the area in which the property is or will be situated;

  • Prior Loan Agreement is defined in Recital A of this Agreement.

  • L/C Undertaking has the meaning set forth in Section 2.12(a).

  • Existing Loan Agreement has the meaning set forth in the recitals to this Agreement.

  • Senior Loan Agreement means that certain Term Loan Agreement, dated as of June 26, 2015, by and among Borrower and Senior Lenders, as amended, restated, supplemented or otherwise modified from time to time.

  • Subordination Agreements means all subordination agreements executed by a holder of Subordinated Debt in favor of the Administrative Agent and the Lenders from time to time after the Closing Date.

  • Existing Indebtedness Agreements shall have the meaning provided in Section 5.05.

  • Demerged Undertaking means the Premium Brands Business of the Demerged Company and includes related assets, liabilities, rights and powers, on a going concern basis, representing an undertaking in compliance with Sec. 2(19AA) of the Income Tax Act, as on the Appointed Date, which shall be transferred and vested with the Resulting Company upon Demerger by the Demerged Company in terms of this Scheme. Without prejudice and limitation to the generality of the above, the Demerged Undertaking means and includes,:

  • Note Agreements means, collectively, the 2011 Note Agreement and the 2014 Note Agreement.

  • group of undertakings means a controlling undertaking and its controlled undertakings;

  • Principal Agreements means this Agreement, the Share Exchange Agreement, the Standstill Agreement and the Registration Rights Agreement.