Following Completion. (A) the Parties shall use all reasonable endeavours to procure that, and to procure that the members of their respective Groups use all reasonable endeavours to procure that, any necessary third party execute such documents and do such acts and things as may be reasonably required for the purpose of giving to GSK and Haleon the full benefit of all relevant provisions of this Agreement; and
(B) without prejudice to any other provision of this Agreement, GSK and Haleon undertake to use all reasonable endeavours to co-operate and to ensure their respective Groups co-operate with each other in relation to the conduct of litigation, inquiries from government or regulatory bodies (including, subject to the terms of the Tax Covenant, any Tax Authority), investigations or other proceedings of a like nature (“Investigation”) where:
(i) they have a mutual interest in the Investigation; and
(ii) co-operating in such manner would not materially adversely affect any material interest of either of them.
Following Completion the Buyer as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 11.1 agrees to indemnify and keep indemnified F-star in full and on written demand from and against all and any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred by F-star arising directly out of the Guaranteed Obligations not being recoverable for any reason or any failure of the Company to pay any of its obligations or liabilities in respect of the Guaranteed Obligations.
Following Completion the Buyer shall (and shall procure that its Related Persons shall):
(a) allow the Seller Parent and its representatives full control of the NHC Mobilisation, including direct consultation with representatives of Qatargas, all suppliers, contractors, workers and employees providing services to the NHC Rig during the NHC Mobilisation;
(b) promptly provide the Seller Parent all information in its possession reasonably required by the Seller Parent in connection with the NHC Mobilisation;
(c) promptly provide the Seller Parent details of any communication received from Qatargas in connection with the NHC Mobilisation;
(d) promptly notify the Seller Parent in writing of any proposed meeting with representatives of Qatargas in connection with the NHC Mobilisation and allow any person nominated by the Seller Parent to attend such meeting (whether in person, by telephone or by other means);
(e) to the extent within its power to do so, take any action reasonably required by the Seller Parent in connection with the NHC Mobilisation;
(f) not amend the terms of the NHC Drilling Agreement, including the time of delivery of the NHC Rig;
(g) use all reasonable endeavours to procure that each of its employees, workers, contractors or representative on board the NHC Rig during the NHC Mobilisation to take all instructions of the Seller Parent or its representatives (provided that such instructions are in accordance with applicable law and the safety manuals relating to the NHC Rig);
(h) ensure that during the NHC Mobilisation, employees and other workers (in seniority and number) as reasonably requested by the Seller Parent shall be available on the NHC Rig; and
(i) be responsible for all fees, costs and expenses of operating the NHC Rig during the period of mobilisation, including the fees, costs and expenses relating to its workers, provided that the Buyer shall not be responsible for:
(i) the fees, costs and expenses set out in clause 15.1; or
(ii) the cost of any outstanding part forming part of the NHC Mobilisation which has been ordered but not yet delivered at the NHC Acceptance Time.
Following Completion. (i) Nyrstar shall be responsible for, and will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date. Nyrstar will permit the Purchaser to review and comment on each such Tax Return (to the extent not filed as of Completion) described in the preceding sentence prior to filing. Notwithstanding any other provision of this Agreement except paragraph (vi), Nyrstar will pay the cost of all such filings and will pay any Taxes, penalties and interest arising from such filing or arising from any failure to file or that are otherwise a Liability relating to Taxes with respect to a period ending on or prior to the Closing Date. The Purchaser must provide to Nyrstar all information and assistance reasonably required by Nyrstar (including reasonable access to employees and records of the Company) in connection with the preparation of such Tax Returns;
(ii) without limiting the Purchaser’s obligations under clause 3(c), each party shall be responsible for the payment of the Taxes for which it is liable as taxpayer (contribuyente) under Applicable Law as a consequence of the execution and performance of this Agreement, except to the extent this Agreement provides otherwise;
(iii) if the Company or the Purchaser, at any time after Completion, is required by any Governmental Body to pay any Taxes owing by Nyrstar in respect of Nyrstar’s sale of the Purchased Shares to the Purchaser, including amounts payable to Nyrstar under a Transaction Document, in all cases beyond those Taxes for which the Purchaser has already withheld taxes under clause 3(c) then the Company shall have the right to pay the Taxes on Nyrstar’s behalf and Nyrstar shall reimburse the Company for such payment;
(iv) the Purchaser will be responsible for and will prepare or cause to be prepared and file or caused to be filed all Tax Returns for the Company for all periods ending after the Closing Date. In relation to all Tax Returns relating to the period in which Completion occurs, the Purchaser will permit Nyrstar to review and comment on each such Tax Return. Notwithstanding any other provision of this Agreement, the Purchaser will pay the cost of all such filings and will pay any taxes, penalties and interest arising from such filing or arising from any failure to file or that are otherwise a Liability relating to Taxes with respect to a period ending after the Closing Date. Nyrstar must provide to the Purcha...
Following Completion the Company intends to issue the Options as set out in column 5 of Schedule 2 of this Agreement.
Following Completion. (A) the Parties shall use all reasonable endeavours to procure that, and Haleon shall use all reasonable endeavours to procure that the members of the Consumer Healthcare Group use all reasonable endeavours to procure that, any necessary third party execute such documents and do such acts and things as may be reasonably required for the purpose of giving to each of the SLPs and Haleon the full benefit of all relevant provisions of this Agreement; and
(B) without prejudice to any other provision of this Agreement and subject to the terms of the Cosmos SAPA, the Cosmos SHA, the Demerger Agreement, the SCIA and any other contract pursuant to which any Party or any member of the Consumer Healthcare Group is bound, in each case, in connection with the Separation Transaction, each of the SLPs undertakes to use all reasonable endeavours to co-operate with Haleon and the Consumer Healthcare Group, and Haleon undertakes to use all reasonable endeavours to co-operate with each of the SLPs and to ensure that the Consumer Healthcare Group co-operates with each of the SLPs, in each case in relation to the conduct of litigation, inquiries from government or regulatory bodies (including any Tax Authority), investigations or other proceedings of a like nature (“Investigation”) where:
(i) they have a mutual interest in the Investigation; and
(ii) co-operating in such manner would not materially adversely affect any material interest of either of them.
Following Completion the Buyer guarantees to F-star, whenever the Company does not pay any of the Guaranteed Obligations when due, to pay within 5 Business Days following receipt of written demand from F-star, the Guaranteed Obligations.
Following Completion the Buyer shall procure that a draft of the Completion Statement is prepared and delivered to the Seller in accordance with the provisions of schedule 11. The final form of the Completion Statement shall be agreed, modified or determined in accordance with the provisions of part 1 of schedule 11.
Following Completion. H3G II shall procure that:
(a) any member of the Wind Group which benefits from a Wind Parent Guarantee will reimburse the relevant member of the VIP Group (other than the Wind Group) for any amount paid and any Loss incurred in connection with such Wind Parent Guarantee in respect of the period after Completion; and
(b) any member of the 3 Italia Group which benefits from a 3 Italia Parent Guarantee will reimburse the relevant member of the HET Group (other than the 3 Italia Group) for any amount paid and any Loss incurred in connection with such 3 Italia Parent Guarantee in respect of the period after Completion.
Following Completion the Seller shall ensure that (to the extent not delivered prior to Completion) copies of the Licensed Interest Documents and copies of Data in the possession or control of the Seller as requested and reasonably required by the Purchaser and which are not in the Purchaser’s possession are made available for collection by the Purchaser at its own expense and within normal business hours within thirty (30) Business Days after the Completion Date. The costs of reproducing the Licence Interest Documents and the Data shall be borne by the Purchaser. The Seller shall also following Completion use its reasonable endeavours to obtain such waivers and/or releases (at the cost of the Purchaser) which may be necessary so as to enable it to provide all data in the possession, custody or control of the Seller directly and exclusively relating to the Interests which may be the subject of confidentiality obligations by which it is bound or which cannot be provided to the Purchaser because such transfer is prohibited by the agreement under which it is acquired and upon obtaining such waivers and/or releases shall promptly provide the same to the Purchaser.
