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).
Buyer’s undertakings. The Buyer undertakes to the Seller:
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.
Buyer’s undertakings. The Buyer undertakes that:
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. 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. 11.1 The Buyer undertakes to the Seller (for itself and on behalf of each other member of the Xxxxxx Group) that the Buyer shall pay when due, or procure that its relevant Affiliate pays when due, the Aggregate Retention Bonus Amount in the proportion payable to each relevant employee of a Target Entity or BGL pursuant to each Retention Agreement, provided that the Buyer shall be entitled to deduct, or procure that its relevant Affiliate deducts, from any such sum payable, any applicable income tax and/or social security contributions as and to the extent required by Law to be deducted therefrom, and the Buyer shall defend and hold harmless the Seller and each other member of the Xxxxxx Group on demand from and against any and all Losses which relate to, arise out of, or are connected with, the non-payment when due of any such sums.
Buyer’s undertakings. Subject to clauses 15.1 and 15.2 and without prejudice to any of the rights granted to the Buyer in those clauses, the Buyer undertakes to the Seller and each other relevant member of the Retained Group that it will not (and will procure that the other members of the Buyer Group will not) use, file any trade mark application or apply for any domain name registration in relation to, or claim any rights in or to, the Seller’s Marks, or authorise, assist or encourage any third party to do any of the foregoing in relation to (a) the Businesses (including as the same may develop or change over time) and (b) any business which competes with the business of any member of the Retained Group (or the successors in title or assignees of any of them), for the longer of:
Buyer’s undertakings. The Buyers agree with the Sellers that the 2005 Accounts shall be prepared and agreed in accordance with Schedule 3 and that during the period from Closing until December 31, 2005:
Buyer’s undertakings. 11.1 The Buyer undertakes to the Seller, that following Completion no PLG Company will instruct any person to, at any time during the period starting on the Completion Date and ending on the date which is 18 months from 29 June 2012, directly or indirectly solicit, engage or employ, or offer to engage or employ or contact with a view to engaging or employing, or enter into or offer to enter into any contract for services of, (whether paid or unpaid), any Restricted Person.
