Common use of COMMITMENTS AND UNDERTAKINGS Clause in Contracts

COMMITMENTS AND UNDERTAKINGS. 4.1 The Borrower hereby irrevocably undertakes and guarantees that it is not involved in any disputes, litigations, arbitrations, administrative proceedings or any other legal proceedings, and that, as of the date of signing the Agreement, it does not have knowledge of any potential disputes, litigations, arbitrations, administrative proceedings or any other legal proceedings related to the debtor, which will affect the Borrower’s performance of obligations under the Agreement. 4.2 The Borrower hereby irrevocably undertakes and guarantees that the loan shall only be used for payment of the Equity Transfer Consideration as stipulated in the Agreement and the Borrower shall not use the loan for any other purpose without the prior written consent of the Lender. 4.3 The Borrower hereby irrevocably undertakes and guarantees that, without the prior written consent of the Lender, the Borrower shall not transfer part or all of its equity in the Target Company to a third party, or make or authorize others (including but not limited to the directors of the Target Company nominated by it) to make any resolution, instruction, consent or order by any means to cause the Target Company to carry out any transaction that will or may materially affect the assets, rights, obligations or businesses of the Target Company (including its branches and/or subsidiaries). 4.4 Unless otherwise provided by law, the Borrower shall not, in any circumstance, unilaterally terminate or discharge the Agreement. Save as expressly provided in the Agreement or requested by the Lender in writing, the Borrower shall not, in any circumstance, repay the subject loan before expiry of the loan term.

Appears in 2 contracts

Sources: Loan Agreement, Loan Agreement (Puxin LTD)

COMMITMENTS AND UNDERTAKINGS. 4.1 The Borrower hereby irrevocably undertakes and guarantees that it is not involved in any disputes, litigations, arbitrations, administrative proceedings or any other legal proceedings, and that, as of the date of signing the Agreement, it does not have knowledge of any potential disputes, litigations, arbitrations, administrative proceedings or any other legal proceedings related to the debtor, which will affect the Borrower’s performance of obligations under the Agreement. 4.2 The Borrower hereby irrevocably undertakes and guarantees that the loan shall only be used for payment of the Equity Transfer Consideration as stipulated in the Agreement and the Borrower shall not use the loan for any other purpose without the prior written consent of the Lender. 4.3 7.1 The Borrower hereby irrevocably undertakes and guarantees that, without the prior written consent of the Lender, the Borrower shall not transfer part or all of its corresponding equity in the Target Company to a third party, or make or authorize others (including but not limited to the directors of the Target Company nominated by it) to make any resolution, instruction, consent or order by any means to cause the Target Company to carry out any transaction that will or may materially affect the assets, rights, obligations or businesses of the Target Company (including its branches and/or subsidiaries) (collectively referred to as “Prohibited Transactions”) including but not limited to: (1) borrow from a third party or assume any debt (excluding debt generated in daily normal business activities that does not exceed RMB100,000 in total or not exceed RMB100,000 in total for six (6) consecutive months); (2) provide guarantee to a third party for the Borrower’s debt or to provide any guarantee to a third party; (3) transfer any business, material assets, actual or potential business opportunities to a third party; (4) transfer to a third party or license any domain name, trademark or other intellectual property that the target company has legal rights; (5) any other material transaction; or sign any agreement, contract, memorandum or other form of transaction documents (hereinafter referred to as “Prohibited Documents”) in respect of the Prohibited Transactions, and will not allow any Prohibited Transactions or any Prohibited Documents signing in any manner of inaction. 4.4 7.2 Unless otherwise provided by lawthe applicable laws, the Borrower both parties shall not, in any circumstance, unilaterally terminate or discharge the Agreement. Save as expressly provided in the Agreement or requested by the Lender in writing, the Borrower shall not, in any circumstance, repay the subject loan before expiry of the loan term.

Appears in 1 contract

Sources: Loan Agreement (Puxin LTD)