POST COMPLETION UNDERTAKINGS. 12.1 The objective of the Transaction is that at Completion the entire Business and all its historic, actual and future assets and liabilities are transferred to the Purchaser, effectively transforming the Seller in a listed shell company with the uniQure DRs as its single asset and without any liabilities and that the uniQure DRs shall be subsequently available for distribution to the Seller’s shareholders by way of the Distribution as further set out in clause 13. In view of this objective:
(A) the Purchaser will, provided that Completion has taken place, indemnify the Seller and hold the Seller fully harmless (vrijwaren en schadeloosstellen) against all claims, liabilities, losses, costs (including the costs of legal and other advisers), damages, charges, expenses, proceedings and actions relating or attributable to the Business, whether relating to the period before or after Completion;
(B) the Purchaser shall compensate the Seller on a euro for euro basis for all costs associated to its operations as from Completion until the moment that the liquidation terminates and the Seller ceases to exist as further set out in clause 13, including but not limited to the costs and fees incurred and to be incurred pursuant to the Excluded Contracts, the listing, the preparation of the financial statements for the financial year 2011 and other financial reports, the 2012 annual general meeting and the Tax arrangements set out in clause 16;
(C) the Purchaser shall at no cost make the services and assistance of the Employees available to the Seller to the extent reasonably required or desired in relation to the Seller’s operations as from Completion until the moment that the liquidation terminates and the Seller ceases to exist, including but not limited to services and assistance in relation to prepare financial statements and other financial reporting, required disclosures, compliance matters and matters associated to the dissolution and liquidation of the Seller as further set out in clause 13.
12.2 The Purchaser shall, and shall procure that the Subsidiaries shall, promptly and timely provide copies taken from the Administration and all further information and documentation relating to the Business that the Seller may reasonably require for the purpose of preparing its financial statements or otherwise request.
12.3 Except to the extent that liability arises from the gross negligence (grove nalatigheid) or wilful misconduct (opzet) of the relevant person, the Pur...
POST COMPLETION UNDERTAKINGS. 10.1 The Seller, for itself and on behalf of all of the members of the Seller’s Group:
10.1.1 acknowledges and agrees that, as at Completion, there are no Liabilities owing to it or any Seller’s Group Company by the Company other than the Agreed Intercompany Debt and certain other debt which will be released pursuant to clause 10.1.2; and
10.1.2 with effect on and from the date on which the Escrow Condition is satisfied, the Seller (for itself and on behalf of all members of the Seller’s Group) waives any rights in respect of any Liabilities owing to it or any Seller’s Group Company by the Company apart from the Agreed Intercompany Debt; and
10.1.3 with effect on and from the date on which the Escrow Condition is satisfied, the Seller (for itself and each member of the Seller’s Group) unconditionally and irrevocably releases and discharges all members of the Buyer’s Group and all members of the Pembroke Group and all of their respective directors, officers and employees from any and all Liabilities other than any Liabilities under, or which are preserved by, any Transaction Document. For the purpose of this clause, “Liabilities” shall mean all obligations, indebtedness or liabilities of any nature whatsoever including (without limitation) actual or contingent liabilities and unquantified or disputed liabilities and whether arising in contract, tort or otherwise.
10.2 The Seller undertakes to the Buyer (for itself and as trustee for Pembroke and the Company) that it shall not, and that it shall procure that no member of the Seller’s Group will, directly or indirectly, alone or with, through or as any manager, adviser, consultant, partner, employee or agent for any person:
(a) for a period of one year from Completion, solicit or entice away or endeavour to solicit or entice away from the Company or the Pembroke Group any director or underwriter or other person employed or otherwise engaged by the Company or any member of the Pembroke Group on the Completion Date, whether or not that person would commit any breach of their contract of employment by reason of leaving the service of the Company;
(b) for a period of three years from Completion, conduct any insurance or reinsurance business or be associated with any person, firm or company which is conducting insurance or reinsurance business using the name “Pembroke” or any name which is intended or likely to be confused with any such name;
(c) in the course of carrying on any trade or business, claim, represent...
POST COMPLETION UNDERTAKINGS. 9.1 The Buyer and Seller shall co-operate and use their reasonable endeavours to obtain the release and discharge of the Seller and each other member of the Virgin Media Group from each Virgin Media Guarantee which has been Disclosed (with effect from Completion and on terms reasonably satisfactory to the Seller).
9.2 If, following Completion, it is discovered that a Virgin Media Guarantee has been or given or incurred by the Seller or any other member of the Virgin Media Group, that is not Disclosed:
(a) each of the Buyer and the Seller shall co-operate and use its reasonable endeavours to obtain the release and discharge (with effect from Completion and on terms reasonably satisfactory to the Seller) of the Seller and each other member of the Virgin Media Group from any such Virgin Medial Guarantee;
(b) the Buyer shall use all reasonable endeavours in its capacity as a shareholder of the Target Group Companies to ensure that to the extent it is reasonably able to do so each Target Group Company and UK Progco satisfies any debts, liabilities or obligations underlying any such Virgin Media Guarantee.
9.3 The Buyer shall indemnify the Seller and each member of the Virgin Media Group against, and pay to them on demand an amount equal to any cost, claim, demand, expense, loss, liability or obligation which the Seller or any member of the Virgin Media Group may incur or suffer (including all costs and expenses (including reasonable legal fees) and together with any applicable VAT) after Completion pursuant to or in connection with any Virgin Media Guarantee arising as a result of the failure of a Target Group Company or UK Progco (as applicable) to promptly perform, discharge or satisfy a debt, liability or obligation which is the subject of a Virgin Media Guarantee.
9.4 The Buyer undertakes to the Seller that, as soon as reasonably practicable following Completion and in any event within 28 days following the Completion Date, it will notify Ofcom of the change of control of each of UK Channel Management, UK Gold Services Limited and UKTV New Ventures arising as a consequence of completion of the Transaction.
9.5 The Seller hereby declares that from the Completion Date until the earlier of (i) the date that the Buyer or its nominee becomes the registered holder of any of the Target Shares or the UK Progco Shares and (ii) thirty (30) days after the Completion Date (the “Registration Period”), it will:
(a) hold such Target Shares and/or UK Progco Shares and any ...
POST COMPLETION UNDERTAKINGS. 8.1 Each Party irrevocably and unconditionally undertakes to the other Party, for a period of two (2) years from the Completion Date, unless with the prior written consent of the other Party, it shall not, and procure that each of its Affiliates shall not, directly or indirectly, carry on, engage, invest, participate, be economically interested in or otherwise participate (including through any body corporate, partnership, joint venture or other contractual arrangement) in any business which involves the distribution of the product that the other Party distributes or has in the past distributed and which is or is likely to be in competition with the other party or have any interest in any project or proposal in any such business or activity on behalf of or for the benefit of any person. The Parties agree that the restrictions contained in this Clause 8.1 are no greater than those which are reasonable and necessary for the protection of the interests of each other, but if any of such restrictions shall be held to be void but would be otherwise valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.
8.2 Following Completion, it is the intention of the Parties to use their respective commercially reasonable efforts to procure the Target Group to maintain the Target Business in the ordinary course consistent with past practice in all material respects and to assist the Target Group to preserve their relationships with their major customers, suppliers and others having business dealings with the Target Group.
8.3 It is agreed that, after Completion, in no event may the net of the aggregate amount owed (including for the provision of Services but excluding for the Transitional Guarantees) to the Seller’s Group by the Purchaser’s Group be in excess of US$10.0 million unless specifically approved by the audit committee of the Seller.
8.4 It is agreed that after Completion, the Seller’s Group shall continue to provide, non- exclusively, to the Target Group (or vice versa) the Services, in accordance with the policy and fee schedule set by the provider of the Services on a commercially reasonable and arm’s length basis. The Target Group or the Seller’s Group, as the case may be, in its capacity as the relevant provider of the Services has the absolute discretion to change the terms and conditions relating to the provision of the Services at any time.
(A)...
POST COMPLETION UNDERTAKINGS. Each of the Warrantors jointly and severally undertakes to the Investors to procure that:
POST COMPLETION UNDERTAKINGS. 13.1 The Buyer acknowledges that a Seller may need access from time to time after Completion to certain accounting, Tax and other records and information held by the members of the Group to the extent such records and information pertain to events occurring prior to Completion for the purpose of (i) filing his or its Tax Returns or dealing with the relevant Tax Authority in respect of such returns or (ii) complying with applicable Law or (iii) in the case of the Institutional Seller fund reporting or compliance or fund raising, and, accordingly, the Buyer agrees that it shall cause each Group Company to:
POST COMPLETION UNDERTAKINGS. 19.1 The Seller shall, and shall procure that each Business Seller shall, as soon as practicable upon receipt, send to the Buyer:
19.1.1 all monies or other items belonging to the Buyer or a Buyer’s Group Company which should have properly been paid or provided to the Buyer or a Buyer’s Group Company in relation to the Business; and
19.1.2 all notices, correspondence, orders or enquiries to the extent they relate to the Business, which are received by the Seller or the relevant Business Seller after Completion.
19.2 The Buyer shall, and shall procure that each member of the Buyer’s Group shall, as soon as practicable upon receipt, send to the Seller all monies or other items belonging to the Seller or any Business Seller which should have properly been paid or provided to the Seller or any Business Seller in relation to the Business in relation to the period up to and including Completion, and which are received by the Buyer or any member of the Buyer’s Group after Completion.
19.3 To the extent legally permitted, the Seller will at the request of the Buyer allow Buyer’s Group Company to rely on the Seller’s Approvals pending issuance of new Approvals to the relevant member of the Buyer’s Group.
POST COMPLETION UNDERTAKINGS. 10.5.1 The Purchaser undertakes that following Completion it shall promptly confirm to the Seller the satisfaction of XxxX Xxxxxxxxxx’x obligations pursuant to clause 6.1.2 of the Transitional Services Agreement in respect of each Relevant Project (as defined in the Transitional Services Agreement).
POST COMPLETION UNDERTAKINGS. 19.1 The Seller and its Affiliates shall cease to use the “Norit” name and any variations thereof (including by changing the name of any entity whose name contains the “Norit” name or variation thereof) as soon as practicable following Completion and in any event within two months of Completion, provided that the foregoing shall not apply to the Sponsors’ communications with investors or prospective investors, internal administration and compliance with Law.
19.2 The Seller shall cooperate in good faith with Purchaser to procure the consent of the independent auditors of the Group Companies to the filing by the Purchaser with the SEC of the financial statements of the Group Companies following Completion and the incorporation by reference of those financial statements as required by the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and will otherwise reasonably cooperate with the Purchaser in connection therewith.
POST COMPLETION UNDERTAKINGS. 11.1 The Purchaser shall procure that the Company and each Subsidiary shall within 20 Business Days after Completion remove any name containing a reference to the name “Rubicon” or the whole or part of the corporate name of any other member of the Retained Group or any confusingly similar word, name or logo of any other member of the Retained Group on any vans or vehicles or work-clothing owned by any Subsidiary and provided by any Subsidiary to its employees.
11.2 The Purchaser shall procure that within 10 Business Days after Completion each Subsidiary and the Company shall have ceased communicating (whether in writing, orally or otherwise), trading with any third party or using any name containing a reference to “Rubicon” or the whole or part of the corporate name of any other member of the Retained Group or any confusingly similar word or name.
