Common use of Buyer’s undertakings Clause in Contracts

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. 9.1 11.1 The Buyer hereby 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 Sellers an amount equal 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 Tax and all Losses which relate to, arise out of, or are connected with, the non-payment when due of any such sums. 11.2 The Buyer agrees that, at any time and from time to time on or after Completion, it shall, or shall procure that there are executed and delivered all such instruments of assumption and acknowledgments and that all such other action is taken as the Seller may reasonably request in writing in order to effect the release and discharge in full of any Seller Guarantee given by or on behalf of any Retained Company or any amount on account other member of Tax for which the Sellers or Xxxxxx Group to any person (including any Target Entity) in respect of any obligation or liability of any Target Entity and the Buyer’s assumption of, and the substitution of the Buyer as the primary obligor in respect of, each such Seller Guarantee, in each case on a non‑recourse basis. Pending such release and discharge, the Buyer hereby agrees with the Seller (on behalf of the Seller and each other member of the Xxxxxx Group) that the Buyer shall assume, pay and discharge when due, and indemnify, defend and hold harmless the Seller and each other member of the Xxxxxx Group on demand from and against any and all Losses incurred or suffered by the Seller or any other member of the Xxxxxx Group as a result of, or relating to, any Seller Guarantee. 11.3 The Buyer acknowledges and agrees that no contracts or arrangements between any Target Entity and any member of the Xxxxxx Group shall continue after Completion. The Buyer shall procure that each Target Entity shall promptly execute such documents as the Seller may deem necessary, in its sole discretion, for the termination of all other contracts or arrangements between any Target Entity and any member of the Xxxxxx Group. 11.4 For the avoidance of doubt, in the absence of fraud, the Buyer shall not be entitled under any circumstances (whether under any of the Seller Warranties or otherwise) to damages or any other amount from the Seller or any other member of the Xxxxxx Group for any liabilities, obligations or Losses (including any adverse effects on any business relationship of Target Entity or the UK Business), incurred or suffered by any Buyer, Target Entity or the UK Business as a result of, or in connection with, the termination of contracts or arrangements as contemplated by Clause 11.3. 11.5 The Buyer acknowledges and agrees that no Policy maintained by any member of the Xxxxxx Group under which any Target Entity or the UK Business is covered (whether with a third party insurer or a captive insurer) shall continue after Completion, nor may any such Policy provide insurance cover for any losses or liabilities of any kind suffered or incurred by any Target Entity or the UK Business arising as a result of any event occurring prior to Completion. 11.6 As soon as practicable after Completion, and in any event within thirty (30) Business Days of Completion, the Buyer shall procure the change of name of each relevant Target Entity (subject to the provisions of the following sentence in respect of Xxxxxx Group France SAS) to a name that contains neither the word “Xxxxxx”, nor any derivation or translation thereof, nor any other word likely, in the reasonable opinion of the Seller, to be confused or associated with the word “Xxxxxx” or the Xxxxxx Group, such name or names to have been notified to the Seller at least thirty (30) Business Days prior to Completion (and in default of such notification by that date, to such name or names as the Seller, in its reasonable discretion, may determine). The Buyer shall have a period of up to six (6) months from Completion to effect the provisions of the foregoing sentence in respect of Xxxxxx Group France SAS. The Buyer agrees that within thirty (30) Business Days of the Completion Date, any references to “Xxxxxx” shall be removed from all signage, sales literature or other promotional material and all other assets whatsoever (other than a stock) of the BDE Business and the Buyer agrees that neither it nor any other Buyer nor any Target Entity shall hold itself out as being in any way connected with the Xxxxxx Group. With effect from Completion, the Buyer shall, subject to the Seller Warranties, indemnify the Seller on demand from and against all Losses incurred by any member of the Xxxxxx Group Company arising out of or other Buyer’s Group Undertaking) in connection with any act or omission of the Buyer or any of its Affiliates in relation to stock which is groupedbranded with the “Xxxxxx” name. 11.7 Subject to 10.13, connected the Buyer acknowledges and agrees that, on the Completion Date, the Target Entities shall be removed from the email network of the Xxxxxx Group, and neither the Seller nor any other member of the Xxxxxx Group shall have any liability whatsoever after the Completion Date in relation to the provision or otherwise associated supply to any Target Entity of: 11.7.1 any information technology related hardware, software and/or services; and 11.7.2 any access to the information technology network of the Xxxxxx Group. 11.8 The Buyer undertakes to the Seller (for the benefit of the Seller, each other member of the Xxxxxx Group and each of their respective employees, directors, agents, officers and advisers) that, to the fullest extent permitted by Law (in the absence of fraud), the Buyer shall not, and shall procure that no other Buyer shall, make any claim in connection with this Agreement or any other Transaction Document or the subject matter of this Agreement or any other Transaction Document against any former or current employee, director, agent, officer or consultant of any member of the Xxxxxx Group. Further, the Buyer undertakes to the Seller (for the benefit of the Seller, each other member of the Xxxxxx Group and each of their respective directors) to the fullest extent permitted by Law (in the absence of fraud), to procure that the relevant Target Entity shall, as soon as possible following Completion, grant a full, final and valid and unconditional discharge from liability in respect of the performance of his duties as director to any director of any Target Entity who resigned prior to or on the Completion Date. 11.9 Between the date of this Agreement and Completion, the Buyer and the Seller shall co-operate in good faith with a view to agreeing the forms of communications in respect of the Transaction to employees of any Target Entity and BGL and their representatives and with a view to agreeing the scope of appropriate rights of access for the Buyer to such employees for the purposes of any Tax with its post-Completion integration planning. The Buyer shall not otherwise and shall procure that each other Buyer shall not otherwise, without the Sellers are liable as a result prior written consent of the failure Seller, between the date of a Group Company this Agreement and Completion, contact any employee, officer, director, customer or supplier of any Target Entity or BGL and shall not and shall procure that each other Buyer shall not, in any way, seek to pay Taxdirect, influence or control the management, conduct or operation of all or any part of the business of any Target Entity or BGL, other than than, in each case, as permitted pursuant to this Agreement. 11.10 The Buyer agrees that it shall not, and shall procure that no other Buyer shall, within twelve (12) months from the Completion Date, directly or indirectly solicit or entice away from the employment of any Indemnified Tax in respect of which the Buyer could bring a claim against the Sellers under this Schedule or any member of the Tax WarrantiesXxxxxx Group, unless a payment has been made in respect of such Indemnified Tax by the Sellers and such Indemnified Tax was not paid over or offer to the relevant Tax Authority by the relevant Group Company employ or engage (in which case this undertaking of the Buyer will still applyany capacity). 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 who is a Xxxxxx Group employee and not an employee of any Target Entity or a Relevant UK Employee, with whom any director, officer, employee, agent, advisor or representative of any Buyer comes into contact for the purposes of pursuing the relevant Tax with Transaction, provided that nothing in this Clause 11.10 shall operate to prevent or restrict the Sellers under employment by any relevant statutory provision Buyer of any such Xxxxxx Group employee who has replied to a general employment offer made by a Buyer through an advertisement. 11.11 The Buyer undertakes to the Seller (for itself and on behalf of each other member of the Sellers Xxxxxx Group) that the Buyer shall, and shall procure that no the relevant Asset Buyer shall, give or arrange to be given all such recovery is sought assistance as BGL or any other member of the Xxxxxx Group may reasonably require in connection with the Toolcom Claim, including, upon being given reasonable notice in writing by the BGL or any member of the Xxxxxx Group, and subject to the extent that a payment Seller agreeing to pay the reasonable out of pocket expenses of the Buyer and/or the relevant Asset Buyer and/or the Relevant UK Employees, by procuring that: 11.11.1 the Relevant UK Employees are made available (during working hours) to BGL or any other member of the Xxxxxx Group and their respective agents, accountants, lawyers and other professional advisors in respect of such Tax is made hereunder).connection with the Toolcom Claim, including for discussion and to assist in connection with, attend and participate in, any court hearing or other legal proceedings; and 9.4 The Buyer shall not be liable 11.11.2 any Books and Records relevant 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 Toolcom Claim are made available (during working hours) to BGL or before the 30th day following the expiration any other member of the applicable statute of limitations governing the Tax in respect of which such claim is being madeXxxxxx Group and their respective agents, accountants, lawyers and other professional advisors. 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. 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. 9.6 The provisions of paragraph 5.1.1 of this Schedule shall apply to any payment to be made under paragraph 9.1 mutatis mutandis. 9.7 Paragraph 4 shall apply mutatis mutandis to the covenant in favour of the Sellers under this paragraph 9 as it applies to the covenants in favour of the Buyer under paragraph 2. 9.8 The Buyer shall procure that the Group Companies shall keep all documents, books and records (in their possession or control as at Completion) relevant to their respective Tax affairs for any period on or before Completion or to any matter arising before Completion for as long as may be required by law. 9.9 The Buyer shall procure that any relevant Group Company shall, in respect of any period falling prior to the Completion Date and the portion of any Straddle Period ending on the Completion Date, make or accept any surrender, transfer or allocation of any Relief (and in connection therewith make, give or enter into all such claims, consents, notices or other acts as may be required for the purposes of any such surrender, transfer or allocation and to effect the saving of Tax described in paragraph 9.9.2 resulting from such surrender, transfer or allocation): 9.9.1 (other than in respect of (i) any Relief taken into account in computing (and so eliminating or reducing) any provision for Taxation in or included as an asset in the Last Balance Sheet or (ii) a Post Completion Relief) by any Group Company to any Seller’s Group Undertaking, without payment or other consideration; 9.9.2 by any Seller’s Group Undertaking to any Group Company, for consideration equal to the amount of Tax actually saved thereby by the relevant Group Company (provided that in respect of any Relief made available by the Sellers to the relevant Group Company to set against or otherwise mitigate a Tax Liability in respect of which a claim could otherwise be made under this Schedule, no such consideration will be given) and provided further that, in determining whether an amount of Tax is actually saved by the relevant Group Company, any Reliefs otherwise available to such Group Company shall be deemed to be utilised prior to the utilisation of any Relief surrendered, transferred or allocated pursuant to this paragraph 9.9; or 9.9.3 (other than in respect of (i) any Relief taken into account in computing (and so eliminating or reducing) any provision for Taxation in the Last Balance Sheet and save to the extent that the surrender, transfer or allocation of such Relief was taken into account for the purposes of such provision and further save to the extent that the loss of such Relief (judged at the time of such surrender, transfer or allocation) would not cause such provision to become an underprovision in respect of the Tax Liability the subject of such provision or (ii) any Relief included as an asset in the Last Balance Sheet or (iii) a Post Completion Relief) between any Group Companies; as the Seller shall direct.