Purchaser’s Covenant. The Purchaser shall, prior to the Closing Date, execute and deliver such assumption agreements and applications for consents in such forms and content, all as may be reasonably required by the Company to obtain the consents and approvals, and the re-issues, referred to in Section 5.4.
Purchaser’s Covenant. The Purchaser shall:
(a) prior to the Closing Date:
(i) execute and deliver such assignment and assumption agreements and applications for consents in such form and content as may be reasonably required by the Vendors to obtain the consents, approvals, waivers, novations and re-issues, referred to in section 5.5; and
(ii) diligently and in good faith use its best efforts to obtain the Regulatory Approvals and to complete the Initial Public Offering prior to the Closing Date.
(b) execute a joint election made by each Vendor as transferor and by the Purchaser as transferee under subsection 85(1) of the Income Tax Act of Canada (the “Act”) at such agreed amount as may be designated by such Vendor within the limits allowed thereunder (or such subsection of the Act, as may be mutually agreed upon by the both parties to this Agreement), respecting the transfer of the Royalty to the Purchaser by such Vendor, as such amount may be determined by such Vendor in conformity with the provisions of such subsection, or such other subsection of the Act, as may be agreed upon by both parties to this Agreement.
Purchaser’s Covenant. Except as expressly provided in this Agreement, prior to the Time of Closing the Purchaser shall do or refrain from doing all acts and things in order to ensure that the representations and warranties in section 5.2 remain true and correct at the Time of Closing as if such representations and warranties were made at and as of such date and to satisfy or cause to be satisfied the conditions in section 7.2 which are within its control.
Purchaser’s Covenant. At or before the execution of this Agreement the Purchaser alia the following and have fully satisfied themselves with the following :-
Purchaser’s Covenant. Purchaser will not allow or grant any superior lien, claim, or security interest in the Collateral other than that created by this Security Interest Addendum, without separate consent in a writing executed by Seller.
Purchaser’s Covenant. 9.1 The Purchaser covenants with the Vendor to pay to the Vendor an amount equal to any liability of the Vendor to Taxation under section 767A, 767AA or 767B ICTA section 132 FA 1998, section 190 TCGA or paragraph 68 of Schedule 29 or paragraph 8 of Schedule 34 FA 2002 (and any related interest or penalties) in connection with the Company failing to discharge a liability to tax together with any reasonable costs or expenses properly incurred by the Vendor in connection with such liability save that this paragraph 9.1 shall not apply in respect of any tax for which the Vendor is liable to make (but has not yet made) payment to the Purchaser under Part 2 of this Schedule 4 or for breach of any Taxation Warranty.
9.2 Paragraphs 5, 6 and 7 will apply to the covenants in paragraph 9.1 as they apply to the covenants contained in paragraph 2 replacing references to the Vendor and the Purchaser (and vice versa) and making any other necessary modifications.
Purchaser’s Covenant. 11.1 The Purchaser shall pay to the Seller an amount equal to any liability to Tax of any member of the Seller’s Tax Group which arises as a result of or in connection with:
(a) any Target Company or any member of the Purchaser’s Tax Group failing to pay any amount of Tax to which it is primarily liable to the extent that such liability to Tax arises in circumstances where the Purchaser would not have been entitled to make a claim against the Seller under paragraph 2 of this Schedule 5 had such liability for Tax been paid by the relevant Target Company or the relevant member of the Purchaser’s Tax Group;
(b) the Croatian Target ceasing to be resident in Croatia for tax purposes (but only to the extent that the Seller is not liable for such Tax under paragraph 2 of this Schedule 5); or
(c) the Slovenian Target ceasing to be resident in Slovenia for tax purposes (but only to the extent that the Seller is not liable for such Tax under paragraph 2 of this Schedule 5); or
(d) any member of the Purchaser’s Tax Group ceasing to be resident in the Netherlands for tax purposes.
11.2 Any payment to be made by the Purchaser under paragraph 10.1 of this Schedule 5 shall be made five (5) Business Days before the last day on which the relevant payment of tax is due to be made to the Taxation Authority without incurring any liability to interest or penalties.
Purchaser’s Covenant. 7.1 The Purchaser will maintain in safekeeping for six years following the Closing Date all financial records of the Company which are in the possession of the Company on the Closing Date and which relate to the Business before the Closing Date and will allow the Vendor access thereto if the Purchaser makes any claim against the Vendor relating to section 4.2 of this Agreement, if the Vendor is investigated or audited by a taxation or other authority, or for any other bona fide business purpose which is not adverse to the interests of the Company, as determined by the Purchaser acting reasonably.
Purchaser’s Covenant. 10.1 The Purchaser shall pay to the Seller or the Management Shareholders an amount equal to any tax liability which is assessed on the Seller or the Management Shareholders (respectively) and relating to any of the following Events occurring or deemed to occur after Completion:
10.1.1 the Company, a Subsidiary or any member of the Purchaser’s Tax Group failing to pay any Tax to which it is liable and for which the Purchaser would not have been entitled to make a claim against the Management Shareholders under clause 2 (ignoring for these purposes the limitations contained within clause 5) if the Company, a Subsidiary or the relevant member of the Purchaser’s Tax Group had paid that liability;
10.1.2 any Taxation (whether before, on or after Completion) for which the Seller or the Management Shareholders or any director or former director of any member of the Seller’s Group (other than a person who was a director of the Company after Completion) is or becomes liable as a result of any member of the Purchaser’s Tax Group failing to discharge Tax properly assessed upon it; or
10.1.3 the Company, a Subsidiary or any member of the Purchaser’s Tax Group ceasing to be resident in its jurisdiction of incorporation for Tax purposes, PROVIDED THAT in each case the Management Shareholders or the Seller have not recovered such tax liability under any relevant statutory provisions or from any third party.
10.2 Any payment made by the Purchaser under clause 10.1 shall be made five (5) days before the last day on which the relevant payment of Tax is due to be made to the relevant Tax Authority without incurring any liability to interest or penalties.
10.3 The Purchaser shall pay the Seller and the Management Shareholders an amount equal to all costs and expenses reasonably and properly incurred by the Seller and the Management Shareholders in connection with any action taken under this clause 10.
10.4 If the Purchaser makes a payment under this clause 10, the Management Shareholders and the Seller agree:
10.4.1 to discharge, or procure the discharge of, the tax liability in question promptly; and
10.4.2 not to enforce any statutory right of recovery against any member of the Purchaser’s Tax Group in respect of the liability in question.
Purchaser’s Covenant. From and after the date of this Agreement and until the Closing Date, the Purchaser covenants and agrees that it shall use its best efforts to obtain all consents, approvals, and agreements required to carry out the transactions contemplated in this Agreement and to satisfy, or cause to be satisfied, the conditions specified herein.
