Covenants of Party C Clause Samples

The "Covenants of Party C" clause sets out the specific promises and ongoing obligations that Party C agrees to uphold throughout the duration of the agreement. These covenants may include requirements such as maintaining certain standards, refraining from prohibited actions, or fulfilling particular duties relevant to the contract's subject matter. By clearly outlining Party C's responsibilities, this clause ensures accountability and helps prevent disputes by making expectations explicit.
Covenants of Party C. 2.1.1 Without the written consent of Party A or Recon-JN, Party C will not supplement, amend, or modify any provisions of the constitutional documents of Party C and will not increase or reduce its registered capital or change the equity holding structures in any other way. 2.1.2 Party C shall remain legally existing and in good standing and will prudently and efficiently operate its business and deal with corporate affairs in accordance with commercial standards and practice. 2.1.3 Without the prior written consent of Party A or Recon-JN, Party C shall not sell, transfer, mortgage or dispose of any assets, business or beneficial rights of Party C, or allow any creation of another security interest or other encumbrance upon its assets. 2.1.4 Without the prior written consent of Party A or Recon-JN, Party C shall not incur, inherit, or guarantee any debts except for (i) debt incured during the course of normal business operations (excluding business loans); and (ii) the debt that has been previously disclosed to Party A and to which Party A has provided prior written consent. 2.1.5 Party C shall operate its business normally to maintain the value of its assets, and shall not take any action which shall bring any materially adverse influence upon the business operation or the value of the assets. 2.1.6 Without the prior written consent of Party A or Recon-JN, Party C shall not enter into any material agreement except in the normal course of business. (For the purpose of this paragraph, an agreement covering an amount in excess of RMB100,000 will be considered a material agreement). 2.1.7 Without the prior written consent of Party A or Recon-JN, Party C shall not provide any loans or credit to any third party. 2.1.8 At Party A’s request, Party C shall provide Party A with any materials relating to the business operation and financial status of Party C. 2.1.9 Party C shall purchase insurance from an insurance company acceptable to Party A and shall maintain such insurance. The amount and kinds of such insurance shall be similar to insurance carried by other companies which operate similar businesses and possess similar assets. 2.1.10 Without the prior written consent of Party A or Recon-JN, Party C shall not merge with, combine with, make investment in, or purchase the equity or substantially all the assests of any other entity. 2.1.11 Within 24 hours after receiving notice or becoming aware thereof, Party C shall inform Party A of any actual or potential liti...
View SourceView Similar (16)
Covenants of Party C. (a) Without prior written consent by Party A, not to amend, change or alter the articles of the association of Party C in any form, to increase or decrease registered capital of the corporation, or to change the structure of the registered capital by any other means; (b) Apply good finance and business practices in order to maintain the existence of the company, prudently and effectively operate the business and manage its affairs; (c) Beginning on the date of this Agreement, without prior written consent by Party A, not to sell, transfer, mortgage or dispose in any other form any assets, interests of business or income of Party C, or to approve any other security interest relating thereto; (d) Beginning on the date of this Agreement, without prior written consent from Party A, no debt shall be incurred, inherited, guaranteed, or allowed to exist, with the exception of: (i) debt from normal or daily business but not from borrowing; and (ii) debt having been disclosed to Party A or for which Party A has provided written consent; (e) To operate the business normally in order to maintain the asset value of Party C, without taking any action or inaction that may adversely affect the operation and asset value; (f) Without prior written consent by Party A, not to enter into any material contract, with the exception of contracts entered into in the ordinary course (for this paragraph, a contract with a value more than RMB100,000 shall be deemed a material contract); (g) Without prior written consent by Party A, not to provide loan or credit to anyone; (h) Upon the request of Party A, to provide all operation and finance information of Party C to Party A; (i) Without prior written consent by Party A, not to merge or affiliate with any person, or purchase any person or invest in any person; (j) To notify Party A immediately upon the occurrence or the probable occurrence of litigation, arbitration or administrative procedures related to the assets, business and income of Party C; (k) In order to maintain the ownership by Party C of all its assets, to execute all requisite or appropriate documents, do all requisite or appropriate actions, and advance all requisite or appropriate accusations, or make requisite or appropriate defenses to all claims; (l) Without prior written notice by Party A, not to assign stock interests to shareholders in any form, but upon the request of Party A, to assign all its assignable profits to their own shareholders;
View SourceView Similar (9)
Covenants of Party C. 4.1 After this Agreement comes into force, unless Party B explicitly refuses to perform or there is evidence that it is impossible to perform the repayment obligations under the Agreement, Party C shall not advocate the performance of Party A of the debts already assumed by Party B in the Agreement.
View Source
Covenants of Party C. ​ Party C hereby severally but not jointly covenants as follows: ​ 2.2.1 Without the prior written consent of Party A, Party C shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party B held by Party C, or allow the encumbrance thereon, except for the interest placed in accordance with Party C’s Equity Interest Pledge Agreement, Party C’s Power of Attorney and this Agreement; ​ 2.2.2 Without the prior written consent of Party A, Party C shall ensure the shareholders’ meeting and/or the directors (or the executive director) of Party B not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party B held by Party C, or allow the encumbrance thereon of any security interest, except for the interest placed in accordance with Party C’s Equity Interest Pledge Agreement, Party C’s Power of Attorney and this Agreement; ​ 2.2.3 Without the prior written consent of Party A, Party C shall cause the shareholders’ meeting or the directors (or the executive director) of Party B not to approve the merger or consolidation with any party, or the acquisition of or investment in any party; ​ ​ ​ 2.2.4 Party C shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party B held by Party C; 2.2.5 Party C shall ensure the shareholders’ meeting or the directors (or the executive director) of Party B to vote in favor of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A; 2.2.6 To the extent necessary to maintain Party C’s ownership in Party B, Party C shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims; ​ 2.2.7 Party C shall appoint any designee of Party A as the director or the executive director of Party B, at the request of Party A; 2.2.8 Each of Party C gives consent to the execution by each of the other shareholders of Party B with Party A and Party B of the exclusive option agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party C’s Equity Interest Pledge Agreement and Party C’s Power of Attorney, and undertakes...
View Source

Related to Covenants of Party C

  • Covenants of Party B Party B hereby covenants as follows: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B; 2.2.5 Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A; 2.2.6 To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims; 2.2.7 Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8 Party B hereby waives its right of first of refusal to transfer of equity interest by any other shareholder of Party C to Party A (if any), and gives consent to execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney and undertakes not to take any action in conflict with such documents executed by the other shareholders; 2.2.9 Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation, or any proceeds from transferring its entire or a part of equity interest in Party C, to Party A or any other person designated by Party A to the extent permitted under applicable PRC laws; and 2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Party B’s Equity Interest Pledge Agreement or under the Party B’s Power of Attorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

  • Covenants of Party A Unless the provisions set forth below under “Private Placement Procedures” shall be applicable, Party A shall use any Shares delivered by Party B to Party A on any Settlement Date to return to securities lenders to close out open Share loans created by Party A or an affiliate of Party A in the course of Party A’s or such affiliate’s hedging activities related to Party A’s exposure under this Confirmation.

  • Covenants of Parent Parent agrees that:

  • COVENANTS OF ICANN ICANN covenants and agrees with Registry Operator as follows:

  • Covenants of Company In the event that any litigation with claims in excess of $1,000,000 to which the Company is a party which shall be reasonably likely to result in a material judgment against the Company that the Company will not be able to satisfy shall be commenced by an Owner, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Company, such judgment has been satisfied), the Company shall not make any distribution on or in respect of its membership interests to any of its members, or repay the principal amount of any indebtedness of the Company held by CFC, unless (i) after giving effect to such distribution or repayment, the Company's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such distribution or repayment. The Company will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.