Buyer’s undertakings. 9.1 The Buyer hereby undertakes to pay to the Sellers an amount equal to any Tax or any amount on account of Tax for which the Sellers or any person (other than a Group Company or other Buyer’s Group Undertaking) which is grouped, connected or otherwise associated for the purposes of any Tax with the Sellers are liable as a result of the failure of a Group Company to pay Tax, other than any Indemnified Tax in respect of which the Buyer could bring a claim against the Sellers under this Schedule or any of the Tax Warranties, unless a payment has been made in respect of such Indemnified Tax by the Sellers and such Indemnified Tax was not paid over to the relevant Tax Authority by the relevant Group Company (in which case this undertaking of the Buyer will still apply).
9.2 The undertaking given by the Buyer in paragraph 9.1 shall extend to the reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of outside legal counsel and other external advisers but other than management costs and expenses) properly incurred by the Sellers in connection with any successful claim against the Buyer under this paragraph 9.
9.3 The undertaking given by the Buyer in paragraph 9.1 shall not apply to Tax to the extent it has been recovered by the Sellers or any person connected for the purposes of the relevant Tax with the Sellers under any relevant statutory provision (and the Sellers shall procure that no such recovery is sought to the extent that a payment in respect of such Tax is made hereunder).
9.4 The Buyer shall not be liable to the Sellers in respect of a claim by the Sellers under paragraph 9.1 unless the Sellers have notified the Buyer of such claim stating in reasonable detail the nature of such claim and, if reasonably practicable, the amount claimed on or before the 30th day following the expiration of the applicable statute of limitations governing the Tax in respect of which such claim is being made.
9.5 A claim by the Sellers under paragraph 9.1 notified in accordance with paragraph 9.4 is unenforceable against the Buyer on the expiry of the period of six months starting on the day of expiration of the applicable time limit for notifying such a claim under paragraph 9.4, unless court proceedings in respect of such claim have been properly issued and validly served on the Buyer.
Buyer’s undertakings. (a) The Buyer must provide, and must use all reasonable endeavours to ensure that the trustee of the Buyer’s Fund provides, to the Seller and the trustee of the Wesfarmers’ Fund any information reasonably required by them in connection with this clause 8.
(b) The Buyer must use all reasonable endeavours to ensure that the governing rules of the Buyer’s Fund are amended to the extent necessary to give effect to this clause 8.
Buyer’s undertakings. The Buyer undertakes to the Seller:
8.8.1 that the terms and conditions of employment and other benefits enjoyed by the Transferring Employees (details of which are set out in the Disclosure Letter) in the period of 12 months from Completion will be no less favourable than those enjoyed by them prior to the Completion Date (but without prejudice to any improvements to salaries, wages or conditions agreed in accordance with the Buyer’s normal review procedures); and
8.8.2 to maintain, following Completion, a medical insurance and benefits scheme for the Transferring Employees equivalent to the scheme provided for them prior to Completion in the period of 12 months from Completion, details of which are set out in the Disclosure Letter.
Buyer’s undertakings. 8. SELLER'S UNDERTAKINGS 9. ASSIGNMENT
Buyer’s undertakings. 7.1 Buyer hereby covenants with Seller (for itself and as trustee for members of Seller's Group) that it will and will procure that each member of Buyer's Group will keep strictly confidential and not divulge or use for any purpose whatsoever all information of a confidential nature relating to Seller's Group and the business and affairs of Seller's Group which Buyer's Group may have received or obtained or may receive or obtain at any time in the future pursuant to its rights under this Agreement or any of the documents and transactions contemplated by this Agreement save only that Buyer's Group may divulge any such information:
(a) in so far as the same has become a matter of public knowledge (other than by reason of a breach by Buyer of this Clause 7.1 or of any other obligation of confidentiality); or
(b) in so far as may be required by law or any competent authority (and then only after prior consultation with Seller where practicable) or for the purpose of exercising any rights under this Agreement (including in connection with legal proceedings).
7.2 Buyer warrants and undertakes to Seller that:
(a) Buyer has full power and authority to enter into and perform this Agreement and this Agreement when executed by the Parties will constitute valid and binding obligations on Buyer, in accordance with its terms; and
(b) the execution and delivery of and the performance by Buyer of its obligations under this Agreement will not:-
(i) result in a breach of any provision of the Memorandum or Articles of Association of Buyer; or
(ii) result in a breach of any order, judgment or decree of any court or governmental agency to which Buyer is a party or by which Buyer is bound at the date of this Agreement;
(iii) Buyer is purchasing the Shares on its own account and not as agent for any other person or with a view to resale; and
(iv) following Completion it will take all necessary steps to procure that the transfer of the Shares to Buyer and the change of name of Company are duly registered with the Chamber of Commerce and the Ministry of Energy in accordance with the provisions of Illyrian law.
7.3 Buyer shall not, and shall procure that Buyer's Group shall not in the conduct of its business after Completion use either the words:
(a) National Refining Company of Illyria or NRCI or any name or combination of names similar thereto or likely to be confused therewith; or
(b) Use or dispose of in any way and by any means the official logo of the company In the event tha...
Buyer’s undertakings. The Buyer undertakes that:
11.10.2.1 It will cause the Buyer's Scheme to be established such that on expiry of the Interim Period, the Transferring Employees will be eligible to participate in it, in accordance with its provisions.
11.10.2.2 The Buyer's Scheme will be approved by the Board of the Inland Revenue for the purposes of Chapter I or Chapter IV of Part XIV of ICTA (or capable of treatment as an exempt approved scheme for the purposes of ICTA).
11.10.2.3 With effect from the Transfer Date the Buyer will offer membership of the Buyer's Scheme to the Transferring Employees (and any other Employees who satisfy the eligibility requirements of the Buyer's Scheme) and will provide benefits under the Buyer's Scheme in respect of service by the Transferring Employees (and any other Employees eligible for membership of the Buyer's Scheme) on and from the Transfer Date.
Buyer’s undertakings. 8.1 The Buyer undertakes to the Seller that the Buyer shall use all reasonable endeavours to procure satisfaction of the B Shares Condition by the Longstop Date. 8.2 If the B Shares Condition is not satisfied or, if applicable, to the extent permitted by law, waived by the Buyer, and accordingly B Shares Completion does not occur, the Buyer shall within 5 Business Days of the Longstop Date pay to the Seller an amount equal to the B Shares Consideration and the provisions of Clauses 6.3(b) and 6.4 shall apply mutatis mutandis in respect of such payment, which shall be made by the Buyer without set-off or deduction of any kind (the Non-Completion Payment).
Buyer’s undertakings. (a) Buyer (for itself and as agent and trustee for each Buyer’s Group Undertaking) undertakes to Seller (for itself and as agent and trustee for each Seller’s Group Undertaking) that (in the absence of proven fraud) Buyer: (i) has no rights against; and (ii) may not make any claim against, any employee, director, agent, officer or adviser of any member of the Seller’s Group Undertaking on whom it may have relied before agreeing to any term of, or entering into, this Agreement or any other Transaction Document.
Buyer’s undertakings. Buyer acknowledges that Seller has disclosed to it the terms of the Trust Indenture by and among El Comandante Capital Corporation, Housing Development Associates, Seller and Banco Popular as Trustee, dated as of December 15, 1993, as amended, as such terms apply or could apply to the transfer of the Galapagos Shares pursuant to the terms of this Agreement, and that Seller has further disclosed to Buyer the terms and conditions of the Founders' Agreement of Galapagos as they may pertain to the transfer of the Galapagos Shares pursuant to the terms of this agreement. Buyer agrees to indemnify and hold harmless Seller from any and all obligations that may arise under such agreements as a result of the transfer of the Galapagos Shares under this Agreement. This Buyer's undertaking to indemnify and hold harmless Seller is for the benefit of Seller only and shall not create any rights, direct or indirect, on behalf of any third party and shall be limited to rescission of the transaction or, at Buyer's option, an encumbrance on the Galapagos Shares. In consideration of the foregoing, Seller transfers and assigns to Buyer all of its rights under the Galapagos Shareholders Agreement. This covenant shall survive the Closing.
Buyer’s undertakings. The Buyer undertakes to the State that it will, on and from the Completion Date:
(a) ensure that the Company pays, in a timely manner, all superannuation contributions imposed on the Company by the trustee (acting on the advice of the actuary) of the Company's Fund; and
(b) promptly notify the State in writing of any variations to the agreements, arrangements and understandings set out in annexure B. 19
