Common use of Company’s Undertakings Clause in Contracts

Company’s Undertakings. The Company agrees and undertakes (and, where relevant, agrees and undertakes to procure) and each of the Managers and Existing Shareholders undertakes to procure (so far as they are reasonably able so to do), that: 11.1.1 each Group Company shall carry on its business in the manner contemplated by the Business Plan; 11.1.2 the Company will, if so requested in writing by NewCo, enforce its rights under or pursuant to this Agreement, the Articles and the Facility Documents (including the agreements made pursuant thereto); 11.1.3 all steps necessary are taken to ensure performance of the terms of this Agreement; 11.1.4 the Company will, if so requested by NewCo, enforce its rights under or pursuant to the terms of employment of a Manager or any employee earning a base salary of at least £40,000 (or local currency equivalent) per annum under his Service Agreement in circumstances where the Company is permitted to do so; and 11.1.5 as soon as reasonably possible after becoming aware of the same, NewCo is notified in writing of any breach or threatened or impending breach of any of the covenants, warranties or other terms of the Facility Documents and of any material litigation by or against any Group Company or which affects the Business or any dispute or other circumstances which are outside the ordinary course of business and are likely to give rise to any such litigation.