Positive Undertakings Clause Samples
A Positive Undertakings clause requires one or both parties to actively perform certain actions or fulfill specific obligations under the agreement. This may include duties such as maintaining insurance, providing regular reports, or complying with applicable laws throughout the contract term. By clearly outlining these affirmative responsibilities, the clause ensures ongoing compliance and helps prevent disputes by setting clear expectations for conduct.
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Positive Undertakings. The Borrower agrees with the Bank that throughout the Security Period it shall, and it shall procure that each of its Subsidiaries in the Charging Group shall, unless the Bank agrees Otherwise:
(a) at all times comply with all laws and regulations applicable to it and which are required in relation to the conduct of its business, trade and activities as anticipated in the Business Plan and the New Business Plan and obtain, effect and maintain in full force and effect all governmental and other regulatory consents, licences, exemptions, clearances, filings, registrations and authorisations required for the validity and enforceability in evidence of any of the Financing Documents;
(b) that where it maintains its transmission and banking business in the United Kingdom with the Bank, it continues to maintain such business with the Bank throughout the Security Period PROVIDED THAT where companies in the Charging Group use other banks and building societies authorised by the Bank of England and the Building Societies Commission respectively for the purpose of receiving cash and transferring it to the Bank credit balances with each branch of each bank or building society may never exceed L5,000 (and the aggregate of all such credit balances may never exceed L250,000) and all such credit balances are transferred to the Bank at the end of each week during the Security Period;
(c) immediately upon request by the Bank permit that any one or more persons representing or instructed by the Bank, be allowed to have access to its assets, books and records and to inspect the same during normal business hours and it shall, promptly following the request of the Bank authorise and instruct any of its officers to discuss all such information relating to any of its financial condition, trading activities and prospects as the Bank may request;
(d) maintain insurances as are usually maintained by prudent companies carrying on similar businesses;
(e) use all practicable endeavours to procure that within 30 Business Days of the date of their appointment as auditors of the Borrower, the relative firm of chartered accountants shall deliver to the Bank a letter addressed to the Bank from such newly appointed Auditors in substantially the form set out in Schedule 6;
(f) take all steps to preserve its rights arising under any of the Acquisition Documents and New Acquisition Documents and in the event of any breach of any of the warranties and indemnities given thereunder by the Vendor t...
Positive Undertakings. The Borrower undertakes with each of the Lenders, the Agent and the Security Trustee that, from the date of this Agreement and so long as any moneys are owing under this Agreement, it will:
(a) promptly inform the Agent and the Security Trustee of any occurrence of which it becomes aware which might have a Material Adverse Effect on its ability to perform its obligations under this Agreement and/or any of the Security Documents and/or any of the Project Documents to which it is a party and of any Potential Event of Default and/or Event of Default forthwith upon becoming aware thereof;
(b) without prejudice to clauses 8.2 and 10, obtain or cause to be obtained, maintain in full force and effect and comply in all material respects with the conditions and restrictions (if any) imposed in, or in connection with, the Relevant Consents and do, or cause to be done, all other acts and things which may from time to time be necessary under applicable law for the continued due performance of all its obligations under this Agreement and/or the Security Documents and/or the Project Documents to which it is a party (including, without limitation, the construction and completion of the Project);
(c) use the Loan exclusively for the purpose specified in clause 2.1;
(d) without prejudice to the provisions of clause 9.5 or to the security constituted, or which is provided hereunder shall be constituted under the Security Documents, ensure that its obligations under this Agreement shall, at all times rank in priority to all its other unsecured and unsubordinated Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract;
(e) provide to the Agent and the Lenders, if requested, no later than one Month after the date of this Agreement and at quarterly intervals until all amounts under the Facilities have been repaid, Project reports (in form and substance satisfactory to the Agent and the Lenders which reports shall include:
(i) details of the progress made in connection with the Project since the date of this Agreement or (as the case may be) the date of the immediately preceding such report;
(ii) details of the projected cash flow or revised projected cash flow for each of the uncompleted stages of the Project;
(iii) a brief reconciliation of the changes (if any) in the cash flow projections from the previous such projections;
(iv) an explanation in reasonable detail of the reasons for any likely breach of the Baseline Ratio ...
Positive Undertakings. At all times until full discharge of the Secured Obligations, the Issuer covenants with the Security Trustee that it shall:
(a) inform the Security Trustee without undue delay of the occurrence of any event which results in any of the representations and warranties contained in Clause 5 (Representations and Warranties) hereof being untrue or inaccurate;
(b) inform the Security Trustee without undue delay of any attachment (Pfändung) in respect of the Pledged Bonds or any part thereof, or any other event which may impair or jeopardise the Security Trustee's rights relating to the Pledged Bonds. In the event of any such attachment, the Issuer shall provide the Security Trustee without undue delay with a copy of the attachment order (Pfändungsbeschluss) and all other documents which are requested by the Security Trustee and which are necessary or expedient for a defence against such attachment. In addition, the Issuer shall inform the attaching creditor of the existence and effect of this Agreement;
(c) notify the Depo Bank without undue delay about the Pledge, by sending a notice by registered post with return receipt (Einschreiben mit Rückschein), requesting the Depo Bank to acknowledge receipt of the notification by sending to the Security Trustee an acknowledgement, and provide evidence to the Security Trustee in form of a copy of such signed notification and the respective return receipt (Rückschein) within five Business Days after the date of this Agreement; such notification about, and acknowledgement of, the Pledge can also be made as part of any relevant agreement to which the Depo Bank is a party;
(d) if so requested by the Security Trustee, notify Clearstream within 5 Business Days after such request, or procure that Clearstream is notified by the Depo Bank within 5 Business Days after such request, of the Pledges over the Pledged Bonds and the pertinent co-ownership interests in the collective custody holdings (Miteigentumsanteile am Girosammelbestand), and in particular, the assignment of any claims against Clearstream for delivery of the certificates (Abtretung des Herausgabeanspruchs) representing such bonds by registered post with return receipt (Einschreiben mit Rückschein), and provide evidence to the Security Trustee in form of a copy of such signed notification and the respective return receipt (Rückschein) without undue delay; and
(e) use reasonable efforts to procure that, with respect to and/or in connection with the Pledged Bonds, the ...
Positive Undertakings. Subject to the terms of this Deed, the Issuer undertakes to the Beneficiaries as follows:
Positive Undertakings. The undertakings in this Clause 21 (Positive 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. The Borrower shall, and shall cause each of its Subsidiaries, to comply with the undertakings contained in this Clause 21.
Positive Undertakings. 39 15.3 Negative undertakings ............................................. 40 15.4
Positive Undertakings. 1 Authorisations: The Issuer must promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required under any law or regulation of England and Wales that enable it to perform its obligations under the Transaction Documents and to ensure the legality, validity, enforceability or admissibility in evidence of any Transaction Document or that enable it to own its assets and carry on its business as it is being conducted.
Positive Undertakings. The undertakings in this Clause 14.2 remain in force during the Security Period unless otherwise agreed by the Facility Agent (acting on the instructions of the Majority Lenders).
Positive Undertakings. The Buyer hereby undertakes and agrees with the Bank that throughout the Security Period it will:
3.1.1 Document of title to the Ship give irrevocable instructions to the Builders to hold the Ship and the builder’s certificate and any other document of title to the Ship to the order and at the disposal of the Bank and ensure that the Builders comply with such instructions;
Positive Undertakings. The Borrower shall comply with the following positive covenants: