PURCHASER UNDERTAKINGS. 7.1 The Purchaser undertakes and agrees with the Seller that the Purchaser shall at all times procure that any Purchaser Nominee who is a director of any Company shall:
PURCHASER UNDERTAKINGS. The Purchaser undertakes to the Lisheen Seller with effect from the Lisheen Completion Date as follows:
PURCHASER UNDERTAKINGS. In order to prevent Xxxx Xxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxxxxx and Xxxxx Xxxxxx from misusing any confidential or proprietary information relating to the international business of Holding or any of its subsidiaries gained while employed by Holding or any of its subsidiaries, the Purchaser undertakes that none of Purchaser or its subsidiaries will, for a period of one year following the Closing Date, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of or be connected as a partner, consultant or otherwise with, any business or organization which, directly or indirectly, competes with, or in any way interferes with, the freight forwarding, transportation, logistics and supply chain management services provided by Holding or its subsidiaries to the customers listed on SCHEDULE 12.3 hereto from and to points of origin and/or destination outside of the United States and Canada, including but not limited to freight forwarding, transportation, logistics and supply chain management services to and from Puerto Rico or the Dominican Republic so long as such shipments do not have an origin or destination in the United States or Canada. For purposes of this SECTION 12.3 only, in the event that Purchaser assigns its rights under this Agreement to a wholly-owned subsidiary, or assigns, transfers or sells all or substantially all of the assets constituting the GLAS Business to any Affiliate of Parent after the date hereof, this SECTION 12.3 shall apply only to such wholly-owned subsidiary or Affiliate and not to the Purchaser or its other subsidiaries; PROVIDED, that in all events this SECTION 12.3 shall apply to Purchaser and each Affiliate of Purchaser that employs any or all of Xxxx Xxxxxx, Xxxx Xxxxx, Xxxx Xxxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxxxxx and Xxxxx Xxxxxx.
PURCHASER UNDERTAKINGS. The Purchaser undertakes to the Vendor, the Purchaser acting for itself and as agent and trustee for each of its Affiliates, that (in the absence of fraud) neither the Purchaser nor any of its Affiliates:
PURCHASER UNDERTAKINGS. 12.1 The Purchaser undertakes to the Seller at the Completion Date that it shall have, and shall procure that each of the other Purchaser Parties shall have, on an unconditional basis, immediately available cash to meet their respective obligations as they arise under this Agreement and the Purchaser’s Completion Documents.
PURCHASER UNDERTAKINGS. 12.1 For the purposes of (i) preparing the Seller’s Completion Date Accounts or otherwise in connection with the determination of the Post-Completion Adjustments and (ii) to the extent it is necessary for the Seller’s audit and tax reporting purposes, the Purchaser and Purchaser Guarantor shall jointly and severally procure that at all times after Completion for a period up to (and including) the date of signing off the Seller’s Completion Date Accounts by the Seller’s Accountant, the Seller and any person authorised by it (including but not limited to any of its employees or any of its subsidiaries, its accountants and other professional advisers) will be given such access during normal office hours to the Business Premises and to all the books and records of the each member of the Group relating to events or matters occurring or arising at or before Completion (including to the extent relevant to post-Completion status of the assets and liabilities of the relevant member of the Group as at Completion) as the Seller may reasonably request.
PURCHASER UNDERTAKINGS. 10.1 The Purchaser undertakes prior to Closing not to agree: (a) to change, amend, assign or otherwise modify or terminate the Debt Commitment Letter or Equity Commitment Documentation, provided that the Purchaser may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunner or similar entities that have not executed the Debt Commitment Letter as of the date hereof without the prior written consent of the Sellers and/or to make other amendments to the Debt Commitment Letter and Equity Commitment Documentation that would not result in the reduction of the aggregate amount of the Debt Financing or Equity Financing, as the case may be, impose new or additional conditions or otherwise expand or adversely amend any conditions to the Debt Financing or Equity Financing, prevent or materially delay Closing, adversely impact the likelihood of the Debt Financing or Equity Financing, or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Debt Commitment Letter or Equity Commitment Documentation or the ability of the Purchaser to timely consummate the transactions contemplated thereby; (b) to the waiver of any rights thereunder; or (c) to the cancellation or reduction of any commitments thereunder, without the prior written consent of the Sellers, or to use the Closing Funds for any purpose other than for the financing of its obligations as contemplated in this Agreement.
