From Closing. From the completion of Closing, the provisions of this Agreement may not be modified, altered, abrogated or added to other than as provided herein or by a written agreement among the Issuer and the Debentureholder.
From Closing. From the completion of Closing, the provisions of this Agreement (including the Conditions) may not be modified, altered, abrogated or added to other than as provided in, and in accordance with, Condition 14 (Amendment and Waiver).
From Closing. Acorn shall indemnify, and keep indemnified, each Charger Group Company and each Retained MDLZ Group Company promptly following demand against each Liability incurred by that Charger Group Company or Retained MDLZ Group Company (as applicable) which arises (directly or indirectly) out of a Retained Acorn Liability including each Liability reasonably incurred as a result of defending or settling a claim alleging such a Liability.
From Closing the Buyer agrees that the Sellers shall have conduct of the Issue and of any Third Party Claims for which an indemnification claim is made under Section 6.3.4, and the Buyer will (or will procure that the relevant Target Group Company will):
6.4.1 as soon as reasonably practicable provide the Individual Sellers’ Representative and the Institutional Sellers with any and all correspondence (written or otherwise) which the Buyer or the Group may have (or becomes aware of) in relation to the Issue or any Third Party Claims for which an indemnification claim is made under section 6.3.4 and the Buyer agrees to keep the same (and any other information relating to the Issue or any Third Party Claims for which an indemnification claim is made under section 6.3.4) confidential; and
6.4.2 not make any admission of liability, agreement or compromise with any person, body or authority in relation to the Issue or any Third Party Claims for which an indemnification claim is made under section 6.3.4 without prior written consent of the Individual Sellers’ Representative and the Institutional Sellers; and
6.4.3 not do anything or omit to do anything that would materially increase the level of or the scope of the claim other than continuing to sell Target Group Company Offerings in the ordinary course; and
6.4.4 use reasonable measures to preserve all material information and documents which, to the actual knowledge of the Buyer, relates to the Issue or any Third Party Claims for which an indemnification claim is made under Section 6.3.4 (“Retained Information”); and
6.4.5 if requested by the Individual Sellers’ Representative and the Institutional Sellers on reasonable prior notice and subject to duties of legal privilege, give the Individual Sellers’ Representative and the Institutional Sellers and their professional advisers reasonable access during normal business hours to:
6.4.5.1 such of the personnel of the Buyer and/or the relevant Target Group Company as the Individual Sellers’ Representative and the Institutional Sellers may reasonably require in order to interview the personnel;
6.4.5.2 the Retained Information within the power, possession or control of the Buyer and/or the relevant Target Group Company in order to, at the Sellers’ own expense, examine, photograph and take copies of the same; and
6.4.6 take such action as the Sellers may reasonably request to avoid, resist, contest, defend, compromise or remedy the Issue or any Third Party Claims for which an ind...
From Closing the Buyer shall be entitled to exercise all rights attached to the Shares. The Buyer is entitled to full dividend from the Company for the fiscal year 2008.
From Closing the Sellers shall at all times indemnify and hold harmless (on a USD for USD basis or EUR for EUR basis (depending on the applicable denomination of the relevant liability)) the Purchasers, and shall pay to the Purchasers, or, at the Purchasers’ sole discretion, (any of) the Group Companies:
(a) any and all Tax Liabilities of (any of) the Group Companies in respect of any transaction event, act circumstance or omission (deemed) occurring in, or attributable to any (part of the) period ending on or before the Effective Date or in respect of any income, profits, gains, wages or turnover (deemed to be) earned, accrued, made or received on or before the Effective Date, or relate to any (part of a) period before the Effective Date;
(b) any and all Tax Liabilities outside the ordinary course of business (which, for the avoidance of doubt, includes, amongst others, any Tax Liability in respect of (a) incorrect filing positions, (b) late or non-compliance, (c) late or non-payment of Taxes, (d) the Transaction itself, (e) any transaction or arrangement not effected on at arm’s length terms, (f) having an incomplete WCR-administration (Werkkostenregelingadministratie) and (g) not reporting import VAT in the VAT-return of any of the Group Companies, which arises in respect of any transaction, event, act or omission occurring in, or attributable to, the period on and from the Effective Date up to and including Closing Date or in respect of any income, profits, gains, wages or turnover (deemed to be) earned, accrued, made or received in, the period on and from the Effective Date up to and including Closing Date, it, however, being understood that any Tax Liability of the Group Companies in relation to the Exit Bonus is for the full risk and account of the relevant Purchaser;
(c) any Tax Liability and any and all payments to be made to any Tax Authority, which arises with respect to the period that ends on or prior to the Closing Date and which is primarily the liability of another company, for which (any of) the Group Companies has been or will be held liable including, but not limited to, any liability pursuant to sections 24, 34, 35, 39 and/or 43 of the Tax Collection Act 1990 (Invorderingswet 1990);
(d) any Tax Liability relating to the non-filing of sales tax, state income tax, franchise tax and/or gross receipts tax returns in any jurisdiction in the US in the period up to Closing;
(e) any Tax Liability relating to the sale of the interest in Viridius Fortuna, LLC...
From Closing. 12.5.1 the Company (or the Charger Group Company designated to receive it in the MDLZ Macro Plans) shall be entitled to the benefit of each Transferred MDLZ IP Licence (whether arising before or after Closing) and, subject to clause 12.4, this Agreement shall constitute an assignment of such benefits to the Company (or, if applicable, such designated Charger Group Company) with effect from Closing;
12.5.2 the Company shall (and shall procure that the designated Charger Group Company shall) carry out, perform, complete and pay all the obligations and Liabilities of any Retained MDLZ Group Company to be discharged under each Transferred MDLZ IP Licence (whether before or after Closing); and
12.5.3 the Company shall (and shall procure that each Charger Group Company shall) indemnify, and keep indemnified, each Retained MDLZ Group Company promptly following demand against each Liability which that Retained MDLZ Group Company incurs as a result of any failure on the part of any Charger Group Company to carry out, perform, complete and pay the obligations and Liabilities set out in clause 12.5.2 (including each Liability incurred as a result of defending or settling a claim alleging such a Liability).
From Closing. 14.4.1 the Company (or the Charger Group Companies designated to receive them in the MDLZ Macro Plans) shall be entitled to the benefit of:
(a) the Exclusive MDLZ Contracts; and
(b) that part of each Shared MDLZ Contract that specifically relates to the MDLZ Business, (in each case whether arising before or after Closing) and, subject to clause 14.5, this Agreement shall constitute an assignment of such benefits to the Company (or, if applicable, such designated Charger Group Companies) with effect from Closing;
14.4.2 the Company shall (and shall procure that the relevant designated Charger Group Companies shall) carry out, perform, complete and pay:
(a) all the obligations and Liabilities of any Retained MDLZ Group Company to be discharged under the Exclusive MDLZ Contracts; and
(b) those obligations and Liabilities of any Retained MDLZ Group Company to be discharged under that part of each Shared MDLZ Contract which specifically relates to the MDLZ Business, (in each case whether arising before or after Closing), in each case other than the Retained MDLZ Liabilities; and
14.4.3 the Company shall indemnify, and keep indemnified, each Retained MDLZ Group Company promptly following demand against each Liability which that Retained MDLZ Group Company incurs as a result of any failure on the part of any Charger Group Company to carry out, perform, complete and pay the obligations and liabilities set out in clause 14.4.2 (including each Liability incurred as a result of defending or settling a claim alleging such a Liability).
From Closing. 4.1.1 the Transferee of the Shared MDLZ Leased Property shall be entitled to all of the benefits of the relevant Maintenance Agreements and, subject to paragraph 4.1.1 of this schedule 13, this Agreement shall constitute an assignment of such benefits to the Transferee with effect from Closing;
4.1.2 the Company shall (and shall procure that the relevant Transferee shall) carry out, perform, complete and pay all the obligations and Liabilites on the part of any Retained MDLZ Group Company to be discharged under the Maintenance Agreements; and
4.1.3 the Company shall indemnify, and keep indemnified, each Relevant MDLZ Group Company promptly following demand against each Liability which that Retained MDLZ Group Company incurs as a result of any failure on the part of any Charger Group Company to carry out, perform, complete and pay the obligations and liabilities set out in paragraph 4.1.2 of this schedule 13 (including each Liability incurred as a result of defending or settling a claim alleging such a Liability).
From Closing each of the Sellers shall use reasonable endeavours to provide such information as is reasonably required by the Purchaser and to assist the Purchaser and any Target Company to make, pursue and obtain recovery for any claim which may be validly made by a Target Company under any current or historic “losses occurring” insurance policy of the Sellers’ Groups provided such claim arises from an event or matter occurring prior to Closing.
