Undertakings and Events of Default Clause Samples

The "Undertakings and Events of Default" clause defines the obligations (undertakings) that a party must fulfill under the agreement and specifies the circumstances (events of default) that constitute a breach of those obligations. In practice, this clause lists actions the party is required to perform or avoid, such as maintaining certain financial ratios or not incurring additional debt, and outlines specific triggers—like missed payments or insolvency—that would be considered defaults. Its core function is to set clear standards for compliance and to identify what constitutes a serious breach, thereby providing a basis for remedies or termination if those standards are not met.
Undertakings and Events of Default. The Representations, Undertakings and Events of Default shall be no more onerous on the Group than the Applicable Standard, and the Undertakings will include the permissions referred to in this Term Sheet and the relevant baskets, thresholds, allowances and/or deductions (or similar) set out in the ‘Key Baskets and Thresholds Table’. A 120 day clean-up period will apply from the date that the Target becomes a member of the Group, and following any Permitted Acquisition. The Representations, Undertakings and Events of Default will be subject in each case to materiality qualifications (including ‘would have’ a Material Adverse Effect), perfection requirements, legal reservations, thresholds, allowances, baskets and other customary exceptions, including so as to provide for the anticipated operational requirements and/or flexibility and working practices of the Group following the Closing Date. There shall be no ‘material adverse change’ Event of Default. An ‘audit qualification’ Event of Default will be included, but only in respect of the auditors qualifying the annual financial statements of the Group on the basis of the Group as a going concern (other than in connection with any (or the absence or uncertainty of any) refinancing of any indebtedness or any event of default under any indebtedness that is not an Event of Default under the cross-default provision applicable to the Facilities, and excluding any technical or minor adjustments, any emphasis of matter (or equivalent, including any material uncertainty disclosure), any notes to account or similar terms). Clauses 24.27 ‘Acquisition Documents, disclosures and other documents’, 24.28 ‘Pensions’, 25.29 ‘Holding Companies’, Clauses 27.11 ‘Holding Companies’, 27.14 ‘Acquisition Documents’ and 27.29 ‘Amendments’ in the Applicable Standard shall not be included. Any representations that constitute ‘Major Representations’ shall be given to the same standard as in the Interim Facilities Agreement, and any ‘no misleading information’ representation shall be on the same terms as that given in the Commitment Letter. Any basket, threshold, allowance or deduction (or similar) set by reference to a specified period of time shall be subject to 100% carry-forward (of any unused amount) and 50% carry-back (of any subsequent allowance), provided that an amount may only be carried-back from the relevant immediately subsequent period, and any amount carried-back shall be deemed used first when being aggregated with any...
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Undertakings and Events of Default 
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Related to Undertakings and Events of Default

  • Notification of Defaults and Events of Default Each Lender hereby agrees that, upon learning of the existence of a Default or an Event of Default, it shall promptly notify the Administrative Agent thereof. The Administrative Agent hereby agrees that upon receipt of any notice under this §14.10 it shall promptly notify the other Lenders of the existence of such Default or Event of Default.

  • Waiver of Events of Default The Holders representing at least 66% of the Voting Rights affected by a default or Event of Default hereunder may waive such default or Event of Default; provided, however, that (a) a default or Event of Default under clause (i) of Section 7.01 may be waived only by all of the Holders of Certificates affected by such default or Event of Default and (b) no waiver pursuant to this Section 7.04 shall affect the Holders of Certificates in the manner set forth in Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of Default by the Holders representing the requisite percentage of Voting Rights affected by such default or Event of Default, such default or Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon except to the extent expressly so waived.

  • Events of Default Any of the following shall constitute an Event of Default:

  • Waivers of Events of Default The Trustee shall waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of and interest, if any, on the Bonds, but only upon the written request of the Owners of at least 50% in aggregate principal amount of all the Bonds then-Outstanding, provided, however, that (a) there shall not be waived without the consent of the City an Event of Default hereunder arising from an Event of Default under Section 12.1(a) (but only as it relates to Additional Rent), (b) (but only as it relates to Unassigned Rights), (c) or (d) of the Lease, and (b) there shall not be waived without the consent of the Owners of all the Bonds Outstanding (1) any Event of Default in the payment of the principal of any Outstanding Bonds when due (whether at the date of maturity or redemption specified therein), or (2) any Event of Default in the payment when due of the interest on any such Bonds, unless before such waiver or rescission, all arrears of interest, or all arrears of payments of principal when due, as the case may be, and all reasonable expenses of the Trustee and the City (including reasonable attorneys’ fees and expenses), in connection with such default, have been paid or provided for. In case of any such waiver or rescission, or in case any proceeding taken by the Trustee on account of any such default has been discontinued or abandoned or determined adversely, then and in every such case the City, the Developer, the Trustee and the Owners shall be restored to their former positions, rights and obligations hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent thereon and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

  • Waiver of Defaults and Events of Default (a) The Noteholders of at least a majority of the Note Balance of the Controlling Class may waive any Default or Event of Default and its consequences except an Event of Default (i) in the payment of principal of or interest on any of the Notes (other than an Event of Default relating to failure to pay principal due only by reason of acceleration) or (ii) in respect of a covenant or provision of this Indenture that cannot be amended, supplemented or modified without the consent of all Noteholders. (b) Upon any such waiver, such Default or Event of Default will be deemed not to have occurred for every purpose of this Indenture. No such waiver will extend to any other Default or Event of Default or impair any right relating to any other Default or Event of Default.