Operational and Other Undertakings Sample Clauses

Operational and Other Undertakings. 6.1 The Operator undertakes to comply with the requirements of Part 5 of the Schedule at all times during the Grant Period provided that compliance with any requirement of Part 5 of the Schedule by a contractor of the Operator shall be accepted by the Scottish Ministers as compliance by the Operator. 6.2 The Operator undertakes at all times during the Grant Period: 6.2.1 to furnish the Scottish Ministers promptly with all such information as they may from time to time require regarding the business and affairs of the Operator and of any Associated Company of the Operator employed as a sub-contractor in the provision of the Approved Services, the provision of the Approved Services, and any other matters connected with or affecting the foregoing or the performance by the Operator of its obligations under this Agreement or the performance by the relevant parties of their obligations under the agreements set out in Section 1 of Part 1 of the Schedule; 6.2.2 to allow the Scottish Ministers and persons appointed by them (including without limitation, the Nominated Consultant) access to the premises, the Vessel and the employees of the Operator and all records and books of account of the Operator and shall procure that any Associated Company with which the Operator has contracted for purposes connected with this Agreement or the Approved Services shall allow similar access; 6.2.3 immediately to notify the Scottish Ministers of the commencement of any procedure for the winding up of the Operator or for the appointment of a liquidator, receiver, judicial factor, administrator or administrative receiver to the Operator or of analogous proceedings in any jurisdiction, and to provide the Scottish Ministers with copies of all communications that are dispatched to the Operator’s creditors pursuant to or in contemplation of any of the foregoing; 6.2.4 to send to the Scottish Ministers, at the same time as they are dispatched, copies of all communications that are dispatched to the Operator's shareholders; and 6.2.5 to provide to the Scottish Ministers details of any legal or administrative action involving the Operator or any Vessel as soon as such action is instituted unless such legal or administrative action is not material in the context of this Agreement and the Approved Services.
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Operational and Other Undertakings. (i) The Permitted Lease shall (1) contain provisions corresponding in all material respects with those stated in Clauses 12 and 13 of the Model Lease Agreement (Operational Undertakings by the Lessee and Maintenance and Repair) (the "MODEL LEASE AGREEMENT" being the form of model lease agreement approved by the National Agents prior to execution of this Agreement and as initialled by the Agent and GFC) amended to the extent GFC considers appropriate acting in accordance with the Standard and (2) require that the Lessee obtain all necessary consents, approvals and authorizations in connection with its leasing of the relevant Aircraft thereunder. (ii) The Permitted Lease shall require that the Lessee shall (1) operate the Aircraft in accordance with all Applicable Laws, (2) obtain and maintain all licenses, consents and permits reasonably necessary in connection with its operation of the Aircraft, (3) discharge all Liens from the Aircraft other than Permitted Liens and (4) during the lease term, provide periodic reports on the utilisation and status of the Aircraft, Airframe and the Engines in such form as may be agreed by GFC in accordance with the Standard.
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Operational and Other Undertakings. (i) The Operating Lease shall (1) contain provisions corresponding in all material respects with those stated in Section 6 (Possession; Use; Lawful Insured Operations; Maintenance; Insignia) and 13 (Liens) of the Model Form Operating Lease amended to the extent the Operating Lessor considers appropriate acting in accordance with the Standard (having due regard to the interests of the Secured Parties) and amended to provide that the Aircraft must be kept and maintained in such condition as may be necessary (A) to enable the airworthiness certificate of the Aircraft to be maintained in good standing at all times under the Applicable Laws of the State of Registration and (B) to obtain an airworthiness certificate from the applicable regulatory authorities of at least one of the United States, the JAA, Japan and Australia) and (2) require that the Operating Lessee obtain all necessary consents, approvals and authorizations in connection with its leasing of the Aircraft thereunder. (ii) The Operating Lease shall require that the Operating Lessee shall (1) operate the Aircraft in accordance with all applicable laws, (2) obtain and maintain all licenses, consents and permits reasonably necessary in connection with its operation of the Aircraft, (3) discharge all Liens from the Aircraft other than Permitted Liens, (4) during the Operating Lease Period, provide periodic reports on the utilization and status of the Aircraft, Airframe and the Engines in such form as may be agreed by the Operating Lessor in accordance with the Standard and (5) permit inspection of the Aircraft by the Instructing Group as contemplated under Section 8D(b) of the Participation Agreement.
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Related to Operational and Other Undertakings

  • Financial and Other Covenants Borrower shall at all times comply with the financial and other covenants set forth in the Schedule.

  • Financial and Other Information (a) As soon as practicable, and in any event no later than the earlier of (i) thirty-five (35) days prior to the date LE publicly files its first quarterly report with the SEC that includes its financial statements for such fiscal quarter (the “LE Quarterly Report”) or otherwise makes the LE Quarterly Report publicly available or (i) thirty-five (35) days before SHC is required to file with the SEC its quarterly financial statements following the Effective Time, LE shall deliver to SHC a substantially final draft of the LE Quarterly Report certified by the chief financial officer of LE as presenting fairly, in all material respects, the financial condition and results of operations of the LE Entities. Following such delivery, (x) LE and SHC shall actively consult with each other regarding any changes (whether or not substantive) which LE may consider making to the LE Quarterly Report and related disclosures prior to the filing with the SEC, with particular focus on any changes which would have any effect upon SHC’s financial statements or related disclosures and (y) LE shall deliver to SHC all material revisions to such draft as soon as any such revisions are prepared or made. (b) As soon as practicable, and in any event no later than the earlier of (i) forty-five (45) days prior to the date LE publicly files its first annual report with the SEC that includes its financial statements for the fiscal year in which the Effective Time occurs (the “LE Annual Report”) or otherwise makes the LE Annual Report publicly available or (ii) forty-five (45) days before SHC is required to file with the SEC its annual financial statements for such fiscal year, LE shall deliver to SHC the substantially final draft of the LE Annual Report certified by the chief financial officer of LE as presenting fairly, in all material respects, the financial condition and results of operations of the LE Entities. Following such delivery, (x) LE and SHC shall actively consult with each other regarding any changes (whether or not substantive) which LE may consider making to the LE Annual Report and related disclosures prior to the filing with the SEC, with particular focus on any changes which would have any effect upon SHC’s financial statements or related disclosures and (y) LE shall deliver all material revisions to such drafts as soon as any such revisions are prepared or made. (c) With respect to Public Filings by SHC, until the date on which SHC’s annual report on Form 10-K for the year in which the Effective Time occurs is filed, and with respect to Public Filings by LE, until the date on which the LE Annual Report is filed, SHC and LE shall cooperate fully, and cause their respective accountants to cooperate fully, to the extent requested by the other party, in the preparation of the other party’s public earnings releases, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other proxy, information and registration statements, reports, notices, prospectuses and filings made with the SEC or any national securities exchange or otherwise made publicly available (collectively, the “Public Filings”). SHC and LE agree to provide to each other all Information that the other party reasonably requests in connection with any Public Filings or that, in either party’s judgment, is required to be disclosed or incorporated by reference therein under any Applicable Law. Such Information shall be provided by such party in a timely manner to enable the other party to prepare, print and release all Public Filings on such dates as such party shall determine. SHC and LE shall use their reasonable best efforts to cause their respective auditors to consent to any reference to them as experts in any Public Filings required under any Applicable Law. If and to the extent requested by either party, the other party shall diligently and promptly review all drafts of such Public Filings. (d) To the extent it relates to a pre-Effective Time period, LE shall authorize its auditors to make available to SHC’s auditors both the Personnel who performed or are performing the annual audit of LE and work papers related to the annual audit of LE, in all cases within a reasonable time prior to the opinion date of SHC’s auditors, so that SHC’s auditors are able to perform the procedures they consider necessary to take responsibility for the work of LE’s auditors as it relates to SHC’s auditors’ report on SHC’s annual financial statements, all within sufficient time to enable SHC to meet its timetable for the printing, filing and public dissemination of SHC’s audited annual financial statements. (e) To the extent it relates to a pre-Effective Time period, LE shall provide SHC’s auditors and management access to Personnel and Records of the LE Entities so that SHC may conduct reasonable audits relating to the financial statements provided by LE pursuant to the provisions of this Section 6.1. (f) To the extent it relates to a pre-Effective Time period, (i) each of the parties hereto shall give the other party hereto as much prior notice as is reasonably practicable of any changes in, or proposed determination of, its accounting estimates or accounting principles from those in effect as of immediately prior to the Effective Time or of any other action with regard to its accounting estimates or accounting principles or previously reported financial results which may affect the other party’s financial results, (ii) each of the parties hereto will consult with the other and, if requested by the party contemplating such changes, with such party’s auditor and (iii) unless required by generally accepted accounting principles, Applicable Law or a Governmental Authority, LE shall not make such determination or changes which would affect SHC’s previously reported financial results without SHC’s prior written consent, which shall not be unreasonably withheld. Further, LE will give SHC prompt notice of any amendments or restatements of accounting statements with respect to pre-Effective Time period, and will provide SHC with access as provided in Article VI as promptly as possible such that SHC will be able to satisfy its financial reporting requirements. (g) Until the end of the fiscal year of SHC in which the Effective Time occurs, LE shall, and shall cause each member of its Group to, maintain a fiscal year that commences and ends on the calendar days immediately preceding the days that SHC’s fiscal year commences and ends, respectively, and to maintain monthly accounting periods that commence and end on the calendar days immediately preceding the days that SHC’s monthly accounting periods commence and end, respectively. (h) If either LE or SHC is the subject of any SEC comment, review or investigation (formal or informal) and which in any way relates to the other party or the other party’s Public Filings, such party shall provide the other party with a copy of any comment or notice of such review or investigation and shall give the other party a reasonable opportunity to be involved in responding to such comment, review or investigation, and the other party shall cooperate with such party in connection with responding to such comment, review or investigation. (i) Within ten (10) days after the end of each quarter following the Effective Time during which SHC and LE are affiliates, each of SHC and LE shall (i) provide the other party hereto with all related party Information required to be disclosed under the Applicable Law with respect to such quarter and (ii) cooperate to provide consistent disclosure with regard to such Information in any Public Filings. (j) Information provided pursuant to this Section 6.1 and Section 6.2, other than Information required to be included in the Public Filings, shall be deemed Confidential Information for purposes of this Agreement subject to the terms and conditions of Section 5.5(a). Nothing in this Section 6.1 shall require SHC or LE to violate any agreement with any of its customers, suppliers or other third parties regarding the confidentiality of Information relating to such customer, supplier or other third party or its business; provided that in the event that SHC or LE is required under this Section 6.1 to disclose any such Information, SHC or LE shall use all commercially reasonable efforts to seek to obtain such customers’, suppliers’ or other third parties’ consent to the disclosure of such Information. (k) Each party hereto agrees and acknowledges, on behalf of itself and members of its Group, that it is aware and will advise its Personnel who receive Information provided hereunder and are otherwise not aware, that (i) the Information provided hereunder may contain material nonpublic Information concerning the other party and (ii) that United States securities laws prohibit any person who has material nonpublic Information concerning a publicly traded Person from purchasing or selling securities of such Person, or from communicating such Information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.

  • Utilities and Other Services 4.4.1 The Tenant shall arrange, at its own cost and expense, for the installation, connection and supply of all utilities and any other services required by it at or in relation to the Premises. 4.4.2 The Tenant shall pay to the suppliers, and indemnify the Landlord against, all charges for the installation, connection and supply of all utilities and any other services consumed or used at or in relation to the Premises and the Tenant shall comply with the requirements and regulations of the respective suppliers. 4.4.3 For the purposes of this Clause 4.4, the term “utilities” shall include water, electricity, telecommunications network, gas and any water-borne sewerage systems. Tenant to initial

  • Financial and Other Statements 6.4.1. Promptly upon receipt thereof, HNC will furnish to FNFG copies of each annual, interim or special audit of the books of HNC and the HNC Subsidiaries made by its independent auditors and copies of all internal control reports submitted to HNC by such auditors in connection with each annual, interim or special audit of the books of HNC and the HNC Subsidiaries made by such auditors. 6.4.2. As soon as reasonably available, but in no event later than the date such documents are filed with the SEC, HNC will deliver to FNFG the Securities Documents filed by it with the SEC under the Securities Laws. HNC will furnish to FNFG copies of all documents, statements and reports as it or any HNC Subsidiary shall send to its shareholders, the FDIC, the FRB, the Department or any other regulatory authority, except as legally prohibited thereby. Within 25 days after the end of each month, HNC will deliver to FNFG a consolidated balance sheet and a consolidated statement of income, without related notes, for such month prepared in accordance with current financial reporting practices. 6.4.3. HNC will advise FNFG promptly of the receipt of any examination report of any Bank Regulator with respect to the condition or activities of HNC or any of the HNC Subsidiaries. 6.4.4. With reasonable promptness, HNC will furnish to FNFG such additional financial data that HNC possesses and as FNFG may reasonably request, including without limitation, detailed monthly financial statements and loan reports.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.