Undertakings and Covenants Clause Samples

Undertakings and Covenants. 8.1 The Guarantor shall provide to the Lender: (a) as soon as available, but in any event within 60 days after the close of each of the first three (3) quarters of each fiscal year of the Guarantor: (i) a consolidated balance sheet of the Guarantor as at the end of such quarter setting forth in comparative form the figures for the end of the corresponding period of the preceding fiscal year; and (ii) consolidated statements of income, cash flow and stockholders' equity of the Guarantor for such quarterly period, setting forth in comparative form in each case the amount for the corresponding period of the preceding year; and (b) as soon as available and in any event within 90 days after the close of each fiscal year of the Guarantor: (i) a consolidated balance sheet of the Guarantor as of the end of such fiscal year setting forth in comparative form the figures for the end of the preceding fiscal year; and (ii) a consolidated statements of income, cash flow and stockholders' equity of the Guarantor for such fiscal year setting forth in each case in comparative form the corresponding figures for the preceding year. The financial statements referred to in clause (b) above shall be audited by certified public accountants acceptable to the Lender. The financial statements referred to in clauses (a) and (b) above: (I) shall be prepared in accordance with GAAP and (II) shall be accompanied by a certificate executed by the chief financial officer of the Guarantor certifying that the Guarantor and the Borrower have complied with all covenants contained in the Loan Documents and that no Events of Default have occurred and are continuing. 8.2 The Guarantor shall provide to the Lender: (a) copies of all documents filed by the Guarantor with the SEC, within three (3) Banking Days of such filing; (b) a copy of the Guarantor's federal income tax return on IRS Form 1040 within three (3) Banking Days of the filing thereof with the Internal Revenue Service; and (c) any further information as the Lender may from time to time reasonably deem necessary to assess the financial condition of the Guarantor. 8.3 The Guarantor shall, promptly upon request, provide the Lender and its accountants, attorneys and agents reasonable access to the Guarantor's books and records and a reasonable opportunity to make copies and to take extracts therefrom. If any such information is stored on any disk, tape or other medium for the storage of electronic data, then, at the Lender's request, the G...

Undertakings and Covenants. 11.1 General undertakings You undertake to NAB that you will: (a) conduct your business and financial affairs in a proper, orderly and efficient manner and keep proper financial, accounting and other records in respect of the same;

Undertakings and Covenants. 8.1 The Assignor hereby agrees and undertakes: (a) to refrain from any action which would in anyway prejudice or limit the Bank’s rights under or in respect of any Purchased Receivable; (b) to assist and co-operate with the Bank, to take all steps, Including the bringing of legal proceedings In the name of the Assignor, as the Bank may, acting reasonably, deem necessary to recover amounts due and unpaid in respect of the Purchased Receivables; (c) not to (I) agree to any variations or amendments to or of the Contract or any documentation In relation to a Purchased Receivable If such variation or amendment would have the effect of altering the Bank’s rights under this Agreement In respect of the Purchased Receivable or the effect of changing the amount payable and due under the Purchased Receivable or (ii) extend any credit period, in each case without the prior consent of the Bank; (d) to remain duly organized and validly existing under the laws of the country of its Incorporation; (e) to do all that it reasonably can to ensure that any Purchased Receivable or assignment hereunder or under an Assignment Agreement validly creates the obligations which it purports to create; and without limiting the generality of the foregoing, and promptly, to register, file, record or enrol any Purchased Receivable or assignment hereunder with any court or authority as may be required and give any notice and take any other step which may be or has become necessary for any Purchased Receivable or assignment to be valid, enforceable or admissible in evidence, subject always to the ability of the Assignor to do so as a matter of Applicable Law; (f) If any amount due to the Bank in respect of a Purchased Receivable is paid to an account of the Assignor, to hold such amount on trust for the Bank and as soon as possible thereafter to pay such amount (or the equivalent of that amount in the Relevant Currency if the amount due to the Bank was received by the Assignor In a different currency) to the Bank; (g) to promptly inform the Bank of any material breach of, default under, or dispute relating to a contract relating to a Purchased Receivable, and of any event which might impede the full and timely payment of the amounts due in respect of the Purchased Receivables; (h) not to create or permit to subsist any encumbrance in respect of any Purchased Receivable or to assign, transfer or otherwise deal with or purport to assign, transfer or otherwise deal with any of Its rights in re...

Undertakings and Covenants. 7.1 The borrower hereby agrees and undertakes that, until the principal debt plus finance charges has been repaid in full, the borrower shall: 7.1.1 furnish the bank with the audited annual financial statements (consolidated, if the borrower has subsidiaries) and all other financial information with which a shareholder is entitled to be furnished by the borrower, within 180 days of the end of the financial year of the borrower; 7.1.2 maintain in full force and effect all government, tax, monetary and other approvals required to enable the borrower to maintain its corporate status to continue in its business and affairs; 7.1.3 not encumber any of its assets, except for existing encumbrances, without prior written consent of the bank, which consent shall not be unreasonably withheld if the encumbrances are in the normal course of business; 7.1.4 immediately notify the bank of any change in the present shareholding or beneficial ownership of the borrower, whereupon the bank shall be entitled to review the terms of the loan facility and, if the bank regards in its sole discretion the change to be material, the bank shall be entitled to cancel this agreement; 7.1.5 ensure that all necessary exchange control approvals have been obtained from the Reserve bank and complied with. 7.2 The borrower represents and warrants to the bank that: 7.2.1 it is a company duly registered and existing under the laws of the Republic of South Africa; 7.2.2 it has full power to enter into and perform in terms of this agreement and has taken all necessary corporate and other actions to authorise the borrowings hereunder, including such steps as may be necessary to comply with the provisions of Article 60 of Table A or Article 61 of Table B of the Companies Act of 1973 (as amended), if applicable; 7.2.3 this agreement constitutes a legal, valid, binding and enforceable obligation of the borrower; 7.2.4 no litigation, arbitration or administrative proceeding is currently in progress or, to the knowledge of the borrower, pending or threatened against it, or any of its assets, which relates in any manner to this agreement or which would have a materially adverse effect on the financial condition of the borrower; 7.2.5 it is not a party to any agreement materially affecting, or which is likely to materially affect, its financial condition; 7.2.6 it has good title to all its assets which are reflected in its financial statements or has not sold or otherwise disposed of any such assets as ...

Undertakings and Covenants. 15.1 You undertake to us that you will: (a) duly and promptly comply with all laws and mandatory obligations applicable, the non- compliance with which might have a material adverse effect on you; (b) duly and promptly perform and comply with your obligations under the Securities to which you are a party and the transactions contemplated by you; (c) notify us of the occurrence of any Event of Default or any event or circumstance which may have a material adverse effect on you, immediately upon becoming aware of it (providing us with full details of it and any action taken or proposed to be taken in relation to it); (d) promptly give to us, on reasonable request, any information relating to your business, financial condition or operations; (e) at all times: (i) insure and keep insured all of your assets of an insurable nature which are customarily insured against loss or damage by fire, earthquake and war damage, and other risks normally insured against by persons carrying on the same class of business as that carried on by you (and any other risks which we may from time to time reasonably require) for their full insurable value; and (ii) take out and maintain such other insurance against liability on account of injury or damage sufferance by the public and against such other risks that are considered prudent and in accordance with best commercial practice to insure against, in each case with reputable insurers approved by us, noting our and your names for each other’s respective rights and interest with all payments on account of loss or otherwise to be made to our order. You must, at such times as we may reasonably require, provide a certificate from an insurer approved by us confirming that you are complying with your insurance obligations under this clause; and (f) if the Borrower is a company do all things necessary to maintain your corporate existence in the same form as at the date of the Facility Agreement. 15.2 In addition to any undertaking stated in the Facility Agreement, you undertake to us that you will not, without our prior written consent: (a) create or permit to exist any security interest over the whole or any part of your assets; (b) lend or otherwise provide any other financial accommodation to, give any guarantee or indemnity in respect of, or otherwise assume, the indebtedness or the obligations of any person; (c) make a material change in the nature or scope of your business as it is conducted as at the date of the Facility Agreement...

Undertakings and Covenants. 18.1 The undertakings and covenants in this clause 18 remain in force for the duration of the Facility Period. 18.2 Each Borrower shall supply to the Agent as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of its financial years, its audited consolidated financial statements for that financial year, prepared in accordance with IFRS, and cashflows. 18.3 Each Borrower shall supply to the Agent as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each fiscal first half year during each of its financial years, its unaudited consolidated financial statements for that fiscal half, signed by a duly authorised representative of the Borrower, which shall include an income statement and a cashflow statement. 18.4 Each Borrower shall supply to the Agent a financial projection relating to it in respect of the following financial year on or by the start of each financial year until it has provided those financial projections for three (3) years of the Facility Period.

Undertakings and Covenants. 7.1. The Founder and the Company hereby jointly and severally undertake to the Investor that prior to the Closing the total outstanding balance of interest-bearing Debt of the Company and Hunan Operating Entity and all their respective subsidiaries (including but not limited to the VIE Affiliates) shall not exceed US Dollar eight million (US$8,000,000); 7.2. The Founder and the Company hereby jointly and severally undertake to the Investor that, commencing from the Closing Date until the earlier to occur of (i) no Series B Preferred Shares being outstanding and (ii) the consummation of an IPO: (a) the Total Purchase Price received by Company after deducting any fees and expenses (including but not limited to Costs and Expenses and Legal Service Fees set forth in Section 12.12) and any taxes, shall be used for the general corporate purposes and investments in technology and infrastructure; (b) any of the Company, Hunan Operating Entity or their respective subsidiaries (including but not limited to the VIE Affiliates) shall not incur any new Debt exceeding US Dollar two million (US$2,000,000) in aggregate, nor shall any of the Company, Hunan Operating Entity or their respective subsidiaries (including but not limited to the VIE Affiliates) attach any new security interest or liens to its equity or assets without prior written consent of the Investor; (c) the Company will notify the Investor of any Material Decision in writing in advance. If the Investor responds within seven (7) days to the effect it does not agree to such Material Decision and the Company proceeds with such Material Decision, the Investor may request the Company to redeem its outstanding Series B Preferred Shares in accordance with Section 7.4 hereunder and in the time and manner as set out in the Terms and Conditions; (d) the Founder shall own no less than 51% of the voting rights of the Company any time prior to an IPO. If the Founder’s voting rights fall below 51% before an IPO, the Investor has the right to require the Company to redeem its outstanding Series B Preferred Shares in accordance with Section 7.4 hereunder and in the time and manner as set out in the Terms and Conditions; (e) the Company will notify the Investor co-investment opportunities in delinquent loan portfolios that the Company may decide, at its sole discretion, to purchase from time to time. Without adverse impact on the Company’s ordinary course of business, the Company shall notify the Investor of co-investment o...

Undertakings and Covenants. 本协议项下每一客户在此均向融资行作出如下承诺; 该等承诺和约定应视为由该客户在其每次使用额度时重复做出并持续有效: Each Client under this Agreement hereby undertakes and covenants to the Financing Bank as below; and such undertakings and covenants shall be reaffirmed by the Client when each Facility utilization request is made under this Agreement and shall be kept effective on an ongoing basis: 4.1 本协议项下每一客户均承诺只将本协议项下授信用于本协议规定的用途。 4.1 Each Client hereof confirms that it shall only use the Facility hereunder for the Purposes allowed herein. 4.2 本协议项下每一客户均应当按期足额偿还或支付本协议项下的任何到期应付债务(包括与本协议相关的任何应付款项或费用), 并严格根据本协议履行相关义务。

Undertakings and Covenants. Each of the undertakings and covenants contained in the Principal Agreement (including those contained in clause 11, clause 12, clause 13, clause 14 and clause 15 of the Principal Agreement) shall be deemed to be repeated by the Borrower on the date of this Supplemental Letter.