BUYER’S PROTECTION. During the Option Period, and until Completion if the Option is exercised, the Seller shall not sell, transfer or otherwise dispose of, or mortgage, charge, pledge or otherwise Encumber the Works or the Seller's legal or beneficial right and interest in it. During the Option Period, and until Completion if the Option is exercised, the Seller shall [insert any specific standards which are required in relation to the care of the Works which may also include specific arrangements relating to access and/or viewing of the Works by the Buyer and/or its potential funders during the Option Period .]7
BUYER’S PROTECTION. 5.1 During the Option Period, and until Completion if the Option is exercised, the Seller shall not sell, transfer or otherwise dispose of, or mortgage, charge, pledge or otherwise Encumber the Works or the Seller's legal or beneficial right and interest in it.
BUYER’S PROTECTION. 7.1 Each Seller shall not, without the prior written consent of the Buyer sell, transfer, mortgage, charge, pledge or otherwise encumber or dispose of, by way of trust or otherwise, any of its respective rights or interests in any of the relevant Put and call Shares.
BUYER’S PROTECTION. The Buyer shall be under no obligation to procure the signing and/or authorisation of any document delivered to it under this paragraph 8 which it reasonably considers, to be false, misleading, incomplete or inaccurate in any respect having made reasonable enquiries as to the completeness, validity, and/or accuracy thereof.
BUYER’S PROTECTION. In the event that the C Shares will be transferred to Buyer on the C Closing Date but the R Shares and the Family Shares will not be transferred to Buyer on the Closing Date, Buyer shall have the right to request repayment of the C Purchase Price to the Buyer against simultaneous (zum um Zug gegen) re-transfer of the C Shares to Seller C. The aforementioned right can only be exercised by Buyer within a time period of two weeks after the Closing Date. As security for re-payment of the C Purchase Price to Buyer under this Sec. 2.3, before the C Closing Date, Seller C shall have pledged Seller C's bank account to which payment is made to Buyer. As a security for Dresdner Bank AG for the repayment of the loan owed by Seller C to Dresdner Bank AG and IKB Deutsche Industriebank AG under the loan agreement dated May 17/29, 2000 as subsequently amended the "DREBA LOAN"), before the C Closing Date, Buyer shall have pledged Buyer's Deposit Account to Dresdner Bank AG (the "DreBa Pledge"). Furthermore, as security for the re-transfer for the C Shares to Seller C under this Sec. 2.3, before the C Closing Date, Buyer shall have pledged Buyer's Deposit Account to Seller C with a second rank pledge (aweitrangiges Pfandrecht) to Seller C. In the event that Dresdner Bank AG enforces its pledge right under the DreBa Pledge prior to or on the Closing Date, Buyer's right to request repayment of the C Purchase Price under this Sec. 2.3 shall become immediately exercisable and Buyer's obligation to effect the simultaneous re-transfer of the C Shares to the Seller shall be limited to those C Shares which are not effected by the enforcement of its pledge right under the Sale and Purchase Agreement 12/32 DreBa Pledge; in such event, Buyer shall further be fully released from the obligations to close the transaction contemplated in this Agreement on the Closing Date.
BUYER’S PROTECTION. (A) If for any reason the transfer scheme made by EE and approved by the Secretary of State for Trade and Industry which had an effective date of 1st October 2001 under Part I of Schedule 7 to the Utilities Act 2000 did not effectively transfer to TXU UK Limited all lixxxxxxxxs (including contingent and future liabilities) to protected persons under or arising out of Regulation 19 of the Electricity (Protected Persons) England and Wales Regulations 1990 as a successor company within the meaning of those Regulations, EE Holdco and TXUEG shall indemnify the Buyer and EE and keep them indemnified on an after tax basis against all such liabilities.
BUYER’S PROTECTION. 1. Subject to the provisions of paragraph 2, in consideration of the Buyer entering into the sale and purchase of the Shares, the Seller agrees with the Buyer that it shall indemnify and keep indemnified the Buyer and each member of the Buyer’s Group against all losses, claims, expenses and damages including legal and other professional fees and expenses reasonably and properly incurred arising following Completion in respect of:
BUYER’S PROTECTION. INTERPRETATION AND APPLICATION 1 The provisions of paragraphs 3 to 17 (inclusive) of this Schedule shall not apply to any claim for breach of the Buyer’s Warranties set out in clause 7.5 or Part 1 of Schedule 10 (Title and Capacity).
BUYER’S PROTECTION. 8.1 Until Completion or until the Lapse of the Option (whichever is earlier), the Seller shall meet its obligations under Clause 4 of the SPA Terms (Interim Period) as if the Option had been exercised and such covenants are immediately in full force and effect.
BUYER’S PROTECTION. 9.1 Unless and until the Option has terminated pursuant to this Agreement or Completion has occurred, the Seller shall not, without the prior written consent of the Buyer:
