Purchaser Undertaking. Purchaser hereby agrees to take whatever additional action and execute whatever additional documents the Corporation may in its judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Purchaser or the Purchased Shares pursuant to the express provisions of this Agreement.
Purchaser Undertaking. Purchaser hereby agrees to take whatever additional action and execute whatever additional documents the Company may reasonably in its judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Purchaser or the Shares pursuant to the express provisions of this Agreement.
Purchaser Undertaking. Purchaser hereby assumes and agrees to timely pay and perform all of the Assumed Liabilities to the extent the same exist on the date hereof. Other than as specifically stated herein or in the Purchase Agreement, Purchaser assumes no debt, liability or obligation of Seller other than such Assumed Liabilities.
Purchaser Undertaking. The Purchaser acknowledges that the Vendor expects that any liability to corporation tax on chargeable gains arising from the disposal of any Target Group member will be exempted from tax under the provisions of section 192A of the TCGA. The Purchaser is not aware of any reason why any Target Group member would not meet the condition in paragraph 19 (1) (b) of schedule 7AC of the TCGA (the condition that any Target Group member be a “qualifying company” immediately after the time of the disposal). Part 1
Purchaser Undertaking. Optionee hereby agrees to take whatever additional action and execute whatever additional documents the Company may in its judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Optionee or the Shares pursuant to the express provisions of this Option or the Plan.
Purchaser Undertaking. The Purchaser shall take all actions (including, without limitation, obtaining all routine or administrative actions and Authorizations under Article IV) necessary or appropriate to consummate the transactions contemplated under this Agreement. The Purchaser shall comply with the requirements of Regulation S in undertaking any transaction contemplated in this Agreement.
Purchaser Undertaking. Subject to the terms and conditions of this Agreement, in respect of each Option Aircraft, Purchaser shall (or shall procure that the relevant Purchaser Nominee shall): (i) execute and deliver the Seller Acceptance Certificate and (ii) pay the Purchase Price in accordance with the terms of the Relevant Documents immediately prior to Delivery.
Purchaser Undertaking. Subsequent to the Closing, the Purchaser intends to cause the Company to raise up to $500,000 through the private placement of the Company's Common Stock (the "Private Placement"). Thereafter, the Purchaser intends to cause the Company to be combined with an operating company (the "Business Combination"). Subject to obtaining all necessary consents and approvals, the Purchaser will use commercially reasonable efforts to consummate the Private Placement within 60 days after the Closing and the Business Combination within 120 days after the Private Placement. There can be no assurance that the Private Placement or the Business Combination will occur.
Purchaser Undertaking. The Purchaser, for itself and on behalf of its successors and assigns, covenants that, at any time and from time to time on or after Completion, it will use all reasonable endeavours to procure the release and discharge in full of the liability of the relevant member of the ICI Group under any Guarantee (other than a Shared Guarantee) as soon as practicable following the Transfer Time and that the Purchaser's assumption of, and (if applicable) the substitution of the Purchaser as the primary obligor in respect of each such Guarantee is, in each case, on a non-recourse basis to any member of the ICI Group. The Purchaser hereby agrees with Ergon (on its own behalf and on behalf of each other member of the ICI Group) that, for so long as the liability of the relevant member of the ICI Group under any Guarantee (other than a Shared Guarantee) has not been released and discharged, it will (and will procure that where relevant the applicable Business Purchasers or Company Purchasers (as the case may be)) assume and duly and properly perform, pay and discharge when due such Guarantee, and the Purchaser shall (or shall procure that the relevant Company or Purchasing Company of the Business Assets, or Shares in the Company to which the Guarantee relates shall) indemnify Ergon (for itself and as trustee for each other member of the ICI Group), against all Losses in connection therewith. Back to Contents
