Undertaking of the Borrower Sample Clauses

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Undertaking of the Borrower. The Borrower undertakes to comply with the following: The Borrower must keep the Hypothecated Property in good condition and in a good state of repair. The Borrower must carry out all necessary repairs and must not do anything, or let anyone else do anything, that lowers the value of the Hypothecated Property. The Borrower must also comply with every present and future law, by-law, ordinance, regulation and order that affects the condition, repair, use or occupation of the Hypothecated Property. If the Borrower does not keep the Hypothecated Property in good condition and in a good state of repair or if the Borrower does not carry out all necessary repairs, or if the Borrower does anything, or allows anything to happen, that lowers the value of the Hypothecated Property, or if the Borrower does not comply with all present and future laws, by-laws, ordinances, regulations and orders that affect the condition, repair, use or occupation of the Hypothecated Property, the Lender can make any repairs it deems are necessary. The Borrower authorizes the Lender or any insurer to enter the Hypothecated Property at all reasonable times to inspect and repair the Hypothecated Property. By entering the Hypothecated Property to inspect it or do repairs, the Lender and any insurer shall not be considered to put the Lender in possession of the Hypothecated Property. The Borrower is responsible for the costs of any repairs and any inspections done by the Lender or on the Lender’s behalf. The Borrower must pay these costs immediately, upon demand, to the Lender.
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Undertaking of the Borrower. The Borrower agrees to use its reasonable endeavours to ensure that the Ordinary Shares issued upon conversion will be listed on the London Stock Exchange in accordance with its rules. The Borrower further agrees that if any offer is made to all (or as nearly as may be practicable all) shareholders of the Borrower (or all (or as nearly as may be practicable all) such shareholders other than the offeror and/or any associates of the offeror (as defined in Section 430E(4) of the Companies Act 1985 or any modification or re-enactment thereof)) to acquire ▇▇▇ ▇▇ a majority of the issued ordinary share capital of the Borrower (an "OFFER"), or if a scheme (other than a Newco Scheme (as defined in paragraph 16)) is proposed with regard to such acquisition (a "RELEVANT SCHEME"), it will give notice of the Offer or relevant Scheme to the Lender at the same time as any notice thereof is sent to its shareholders (or as soon as practicable thereafter) and, where the Offer or relevant Scheme has been recommended by the board of directors of the Borrower, or where the Offer has become or been declared unconditional in all respects, the Borrower will use its reasonable endeavours to procure that a like offer or scheme is extended to the holders of any Ordinary Shares issued during the period of the Offer or the relevant Scheme arising out of the conversion of the Loan.
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Undertaking of the Borrower. Party B shall use the Loan borrowed from Party A for its business operations. Party A agrees to provide the Loan.
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Undertaking of the Borrower. The Borrower hereby undertakes to the Lender that it will use its best efforts to obtain shareholder approval of the Amended Resolution for Tembo Capital Holdings UK Ltd and its Affiliates, including but not limited to the Lender, to own or control equal to or greater than 20% of the issued and outstanding Common Shares (on a diluted or partially diluted basis) at the AGM, which shareholder approval of the Amended Resolution was received at the AGM held on December 4, 2024.” 7. Section 6.1 of the Loan Agreement is deleted in its entirety and replaced with the following: “
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Undertaking of the Borrower. (a) The Borrower agrees that from time to time, upon request of the Security Trustee, and at the expense of the Borrower, the Borrower will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or that the Security Trustee may reasonably request, in order to create, preserve, perfect or protect the security granted or purported to be granted hereby or the priority thereof or to enable the Security Trustee or any of its nominees, delegates or sub-delegates to exercise and enforce its rights and remedies hereunder including in relation to the exercise of the Security Trustee’s powers of realisation, execution of any transfer, assignment or conveyance of any property to any purchaser or transferee. Without limiting the generality of the foregoing, the Borrower will: (i) if any of the Charged Assets shall be evidenced by a promissory note or other instrument deliver and pledge to the Security Trustee for the benefit of the Secured Parties such note or instrument duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Security Trustee; (ii) deliver and pledge to the Security Trustee any certificate or title or ownership to the Charged Assets and shall provide the Security Trustee with all lien entry forms and similar documents, duly completed, executed and acknowledged as required to enable the Security Trustee to perfect its security over the Charged Assets; and (iii) execute and file such instruments, endorsements or notices as may be necessary or desirable, or as the Security Trustee may reasonably request, in order to create, preserve, perfect or protect the security granted or purported to be granted hereby. (b) The Borrower undertakes and agrees that it will: (i) by not later than close of business on each Updating Date (as defined below) until the Borrower is released from this General Bond in accordance with Section 13 update this General Bond by issuing supplements to Appendices A, B and C substantially in the form set out in Appendix D (each a “Supplemental Appendix”) to include such details as may be reasonably required by the Security Trustee from time to time as the case may be of any changes made (including any additions) to the buildings and/or facilities included in paragraph A and B above and/or any asset which substitutes or replaces or supplements the assets. Appendices shall be signed by or on ...
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Undertaking of the Borrower. The Lender shall have received an undertaking from the Borrower, in the form and substance agreeable by the Lender, that the Borrower will construct the plant for the Project in Sarnia;
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Undertaking of the Borrower. The Borrower acting through its directors confirms that it has waived its pre-emptive rights to purchase any shares of the Borrower and hereby confirms that waiver and undertakes not to revoke such waiver for the duration of the Security Period.
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Undertaking of the Borrower. The Borrower shall perform all of its obligations under this Agreement independently of any claims which it may now or hereafter have against the Contractor. The Borrower hereby agrees to forgo the utilisation of such claims as the basis of any counterclaim against, or deduction or set-off from, the payment of the indebtedness of the Borrower under this Agreement.
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Related to Undertaking of the Borrower

  • Reaffirmation of Credit Party Obligations Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

  • Obligations of the Borrower 13 Section 3.01.

  • The Borrower AGREES TO INDEMNIFY EACH AGENT, THE ARRANGER AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (II) THE FAILURE OF THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (III) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (IV) ANY LOAN OR THE USE OF THE PROCEEDS THEREFROM, (V) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, (VI) THE OPERATIONS OF THE BUSINESS OF THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY BY THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY, (VII) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (VIII) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, RELATED TO THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF PETROLEUM, HYDROCARBONS, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES AT ANY LOCATION, (IX) THE ACTUAL OR ALLEGED BREACH OR NON-COMPLIANCE BY THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY, (X) THE PAST OWNERSHIP BY THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (XI) THE ACTUAL OR ALLEGED PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF PETROLEUM, HYDROCARBONS, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON, UNDER, AT OR FROM ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER, ANY GUARANTOR 102 OR ANY SUBSIDIARY, (XII) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER, ANY GUARANTOR OR ANY SUBSIDIARIES, OR (XIII) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (XIV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY (AND REGARDLESS OF WHETHER SUCH MATTER IS INITIATED BY A THIRD PARTY OR BY THE BORROWER, ANY GUARANTOR OR ANY OF THEIR RESPECTIVE AFFILIATES) AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED PRIMARILY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.

  • Designation of Lead Borrower as Borrowers’ Agent (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent to obtain Credit Extensions, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to each Credit Party on account of Credit Extensions so made as if made directly by the applicable Credit Party to such Borrower, notwithstanding the manner by which such Credit Extensions are recorded on the books and records of the Lead Borrower and of any other Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents. (b) Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other Borrowers. (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose behalf the Lead Borrower has requested a Credit Extension. Neither the Administrative Agent nor any other Credit Party shall have any obligation to see to the application of such proceeds therefrom.

  • Additional Borrowers (a) The Parent may from time to time designate one or more wholly-owned Subsidiaries of Parent organized in the United States as an Additional Borrower by delivering to the Agent: (i) all documentation and other customary information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has reasonably requested, including, if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Subsidiary, without any written objection submitted by any Lender or the Agent within five (5) Business Days of its receipt of such documentation and other information; (ii) solely to the extent such Subsidiary is not already a Loan Party, (A) all documents, joinders, supplements, updated schedules, instruments, certificates and agreements and all other actions and information, then required by or in respect of such Subsidiary by Section 5.11 or by the Guaranty and Security Agreement (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions), (B) a customary opinion of counsel of such Subsidiary and (C) a customary secretary’s certificate attaching such documents as were delivered by the existing Borrowers on the Closing Date; (iii) promissory notes in respect of such Subsidiary in its capacity as Additional Borrower in favor of any Lender requesting such promissory notes, in form and substance consistent with the notes (if any) provided by the existing Borrowers as of the Closing Date; and (iv) a joinder agreement in form and substance reasonably satisfactory to the Agent whereby such Subsidiary becomes party hereto as a Borrower. (b) The designation of any wholly-owned Subsidiary of Parent organized in the United States as an Additional Borrower shall only be effective two (2) Business Days following the delivery of the documents set forth in, and satisfaction of the requirements of, Section 2.2(a).