From Completion the Buyer may disclose confidential information relating to the business of a Target Entity except to the extent that such information relates to a Seller Group Member or its business.
From Completion. (a) VIP shall, and shall procure that Wind Telecom shall, keep HET fully informed of any material developments and correspondence relating to the Italian corporate income tax affairs of the Wind Tax Group so far as relevant to any Wind Group Company, including by promptly providing HET with copies of all material written correspondence with any Taxation Authority relating to such affairs; and
(b) subject to clause 13 of this agreement, VIP shall not, and shall procure that neither Wind Telecom nor any other member of the VIP Group shall, make any election or take any other action (other than as expressly permitted or contemplated by the Shareholders’ Deed) to prevent any of the Wind Group Companies dealing with their own Tax affairs or with any Tax audit, assessment, dispute or other matter relating to Tax which concerns or affects any Wind Group Company (and, for the avoidance of doubt and without limitation, any matter that could result in any Italian corporate income tax liability for any Wind Group Company pursuant to Article 127 of the IITC shall be treated as being part of the Tax affairs of the Wind Group Company).
From Completion the Buyer shall procure that the relevant Group Companies grant to the relevant RemainCo Companies such licences, rights, consents and/or permissions relating to each Shared Property (if any) held by the Group Companies as the Sellers may properly and reasonably require for the continued operation of the RemainCo Business from such Shared Property (as it is carried on at the date of Completion), subject to and in accordance with the InfraCo TSA and on such terms as the Buyer and the Sellers shall agree (both acting reasonably), at no cost to the Sellers or the RemainCo Companies (save that the relevant RemainCo Companies shall be liable for a fair and reasonable proportion of all rents, rates, utilities and other costs associated with their use and occupation and the operation of each Shared Property) properly attributable to the Sellers and/or the RemainCo Companies in relation to the use of such Shared Properties as further described in the InfraCo TSA. The Sellers shall reimburse the Buyer for the amount of all costs and expenses (including legal fees) incurred by them in granting such licences, rights, consents and/or permissions to the relevant RemainCo Companies.
From Completion. (a) where a RemainCo Company continues to occupy colocation facilities to which an InfraCo PoP Contract applies, the Buyer shall procure that the relevant members of the Group provide co-location services to that RemainCo Company in respect of those facilities in accordance with the InfraCo MSA; and
(b) where a Group Company continues to occupy colocation facilities to which an RemainCo PoP Contract applies, the Seller shall procure that the relevant members of the Sellers Group provide co-location services to that Group Company in respect of those facilities in accordance with the GTT MSA.
From Completion. VIP shall use all reasonable endeavours to procure that Wind Telecom pays the Wind Tax Receivable to the relevant Core Wind Group Company. No such payment shall be required to the extent that: (a) such payment was made prior to or at Completion, including through offset or settlement of Intercompany Balances; or (b) any Wind Tax Payable remains outstanding, except to the extent that the payment is able to be offset against that Wind Tax Payable.
From Completion the Buyer may disclose confidential information relating to the Business and the Company except to the extent that such information relates to a Seller or Founder (except as such disclosure by the Buyer may be required by law).
From Completion. (a) the Company shall not, and the Managers shall exercise all rights and powers lawfully available to them to procure that the Group shall not, take any of the actions set out in Schedule 4, Part A without Investor Consent, unless the action is expressly required or permitted by this Agreement;
(b) the Company shall, and the Managers shall exercise all rights and powers lawfully available to them to procure that the Group shall, conduct its business in accordance with, and observe the covenants set out in, Schedule 4, Part B (whether or not as a matter of law such covenants are enforceable against the Group Company in question) unless with Investor Consent;
(c) the Company and the Managers will comply with their respective obligations set out in Schedule 4, Part C regarding the provision of information to the Investor; and
(d) each of the Managers severally undertakes to, and covenants with, the Investor in the terms of Schedule 4, Part D, (together the “Covenants” which term shall, for the avoidance of doubt, include each of the covenants, obligations and undertakings set out in, and each of the paragraphs of, Schedule 4).
From Completion. ODG hereby unconditionally appoints Sony and Disney (acting by any of their directors from time to time) as attorneys (each an “Attorney”) in respect of the Shares being acquired by each of them for so long as ODG remains registered as a member of FilmFlex pending expiry of the period of 30 days following Completion and agreement of the amount of liability to stamp duty on the transfers of the Shares with the Stamp Office, to vote or appoint a proxy in respect of the Shares that are being acquired by each them or sign and deliver any written resolutions as a member and exercise all other rights and discretions in respect of those Shares and to receive all income and capital payments payable in respect of those Shares.
From Completion the Buyer Entities must procure that Wesfarmers Curragh at all times complies with the terms of the VSM Deed.
From Completion the Seller shall respond promptly to any reasonable request of the Buyer for information regarding the Company and the Subsidiaries and the Properties.
