Pending Completion. The Vendor hereby undertakes that it will procure that (save only as may be necessary to give effect to this Agreement) neither it nor the Company shall do, allow or procure any act or omission in the period up to and including Completion which would constitute a breach of or would be inconsistent with any of the Warranties or which would make any of the Warranties inaccurate or misleading.
Pending Completion. (a) VIP shall procure that the Core Wind Group; and
Pending Completion. 7.1 With effect from the date of the execution of this Agreement hereof the Vendor hereby agrees and undertakes with the Purchaser:-
Pending Completion the Buyer and any person authorised by it shall be given reasonable access to the Properties and to the Books and Records of each Group Company and the directors and employees of each Group Company shall be instructed to give as soon as reasonably practicable all such information and explanations as the Buyer or any such person may reasonably request.
Pending Completion. 5.1 During the period commencing on the date of this Agreement up to and including the Completion Date:
Pending Completion. Tthe Vendor shall promptly notify the Purchaser of the acquisition or creation of any:
Pending Completion the Buyer undertakes to keep secret and confidential and not to disclose to any third party any and all information and data concerning the business and affairs of the Companies disclosed to it by the Vendors, their agents, directors, employees and advisers in as far as the disclosure of such information and data is not required under the notification under the "Fusiegedragsregels". Article 13: COSTS Each of the parties hereto shall bear his or its own legal and accountancy costs, charges and other expenses connected with the negotiation, preparation and implementation of this Agreement and any other agreement incidental to or referred to in this Agreement or any other activities in relation hereto. The Companies shall not be liable for any of the said costs, charges and other expenses. The Dutch notary fees owed in connection with the transfer of the Shares shall be borne by the Buyer.
Pending Completion. The Non-Institutional Vendors shall procure that (save only as may be necessary to give effect to this Agreement or as disclosed in the Disclosure Letter) none of the Non-Institutional Vendors nor the Company nor any of the Subsidiaries shall do, allow or procure any act or omission before Completion that would constitute a breach of any of the Warranties if they were given at any and all times from the date of delivery of the Disclosure Letter to Completion or that would make any of the Warranties inaccurate or misleading if they were so given. In particular, the Non-Institutional Vendors shall procure that (save as disclosed in the Disclosure Letter) Paragraph 2.8(A) (Business Since the Balance Sheet Date) of Schedule 3 (Warranties and Representations) shall be complied with at all times from the date hereof down to Completion.
Pending Completion. (a) in relation to any Lease or Key Contract that contains a change of control (or equivalent) provision that would entitle the relevant landlord or counterparty to terminate the Lease or Key Contract upon Completion or would otherwise cause a Group Company to be in material breach of the Lease or Key Contract on Completion, in each case unless the written consent of the relevant landlord or counterparty is obtained (a CoC Consent), the Seller shall use commercially reasonable endeavours, at the Purchaser’s sole cost and upon the Purchaser’s written request, to cooperate and to perform and cause the applicable Group Companies to cooperate and perform all actions reasonably required from a commercial standpoint by the Purchaser to:
Pending Completion the parties shall use their reasonable endeavours to procure that the French Employee Representatives are provided with all information required by them in order to complete the consultation procedure in accordance with Article L431-5 of the French Labour Code and to enable the French Employee Representative to give an opinion in accordance with the French Labour Code.
