Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections performed at the Land or the Improvements to be performed in a manner that does not unreasonably disturb or disrupt the tenancies or business operations of the tenant(s) at the Improvements. Purchaser shall not conduct (or cause to be conducted) any physically intrusive investigation, examination or study of the Land or the Improvements (any such investigation, examination or study, an “Intrusive Investigation”) as part of its Basic Project Inspection or otherwise without obtaining the prior written consent of Seller which Seller may grant or withhold in its sole discretion. Purchaser’s breach of the terms of this Section 6.2 shall constitute a material breach under this Agreement entitling Seller to exercise its rights under Section 17.2 hereof. Seller may withhold its consent to any Intrusive Investigation of the Land or the Improvements in its sole discretion. Purchaser and Purchaser’s Representatives shall, in performing its Basic Project Inspection, comply with the agreed upon procedures and with any and all laws, ordinances, rules, and regulations applicable to any or all of such procedures, the Land and the Improvements. Neither Purchaser nor Purchaser’s Representatives shall report the results of the Basic Project Inspection to any governmental or quasi-governmental authority under any circumstances except to the extent required by any applicable statute, law, regulation or governmental authority without obtaining Seller’s express written consent, which consent may be withheld in Seller’s sole discretion. Purchaser shall provide Seller with copies of any and all final, third party reports prepared on behalf of Purchaser as part of the Basic Project Inspection promptly after Purchaser’s receipt of such reports only if (1) this Agreement has terminated and (2) Seller specifically requests to receive copies of such reports in its sole and absolute discretion. Purchaser and Purchaser’s Representatives shall: (a) maintain comprehensive general liability (occurrence) insurance in an amount of not less than $2,000,000.00 covering any accident arising in connection with the presence of Purchaser and Purchaser’s Representatives at the Land and the Improvements and the performance of any investigations, examinations or studies thereon, and shall deliver a certificate of insurance (in form and substance reasonably satisfactory to Seller), naming Seller as an ...
Purchaser’s Undertaking. The Purchaser hereby agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Purchaser pursuant to the express provisions of this Agreement and the Plan.
Purchaser’s Undertaking. Purchaser hereby covenants and agrees that it shall cause all studies, investigations and inspections (including, but not limited to, the Assessment), performed at the Project pursuant to this Paragraph 6 to be performed in a manner that does not unreasonably disturb or disrupt the business operations of the Seller. In the event that, as a result of Purchaser's exercise of its rights under Subparagraphs 6(a) and 6(b), any damage occurs to the Project, then Purchaser shall promptly repair such damage at Purchaser's sole cost and expense. Purchaser hereby indemnifies, protects, defends and holds Seller harmless from and against any and all losses, damages, claims, causes of action, judgments, costs and expenses that Seller actually suffers or incurs as a direct result of (i) a breach of Purchaser's agreements set forth herein in connection with its inspection of the Project or (ii) physical damage to the Project or bodily injury caused by any negligent act of Purchaser or its agents, employees or contractors in connection with the right of inspection granted under this Paragraph 6.
Purchaser’s Undertaking. 12.1 The Purchaser shall pay to Nobbs and Wxxxxxxx an amount equal to any tax liability relating to any of the following Events occurring or deemed to occur after Closing:
(a) the Company or any member of the Purchaser’s Tax Group failing to pay any amount of Taxation to which it is primarily liable to the extent that such tax liability arises in circumstances where the Purchaser would not have been entitled to make a claim against Nobbs and Wxxxxxxx under paragraph 2 of the Tax Covenant had such liability for taxation been paid by the Company or the relevant member of the Purchaser's Tax Group;
(b) the making by the Company or any member of the Purchaser’s Tax Group of any payment or deemed payment which is treated as a chargeable payment for the purposes of Section 214 of Income and Corporation Taxes Act 1988 where the Company or the relevant member of the Purchaser’s Tax Group was aware that such payment would give rise to such tax liability;
(c) the Company or any member of the Purchaser’s Tax Group (such company being a member of the Purchaser’s Tax Group at the date of Closing) and which is at Closing resident in the United Kingdom for Taxation purposes, ceasing to be resident in the United Kingdom for Taxation purposes.
12.2 Any payment made by the Purchaser under paragraph 12.1 above shall be made 5 days before the last day on which the relevant payment of Taxation is due to be made to the relevant Taxation Authority without incurring any liability to interest or penalties.
12.3 The Purchaser shall pay Nobbs and Wxxxxxxx an amount equal to all costs and expenses reasonably and properly incurred by Nobbs and Wxxxxxxx in connection with such tax liability as described in paragraph 12 above or any action taken under this paragraph.
Purchaser’s Undertaking. The Purchaser shall procure that the Company shall comply with its obligations under the Brand Agreement and the Services Agreement save that the Purchaser shall not be in breach of this clause if a failure by the Company to comply with any such obligation is a consequence of:
(a) the exercise by RML of its rights under clause 9.1; or
(b) an act or omission by a member or members of the Operational Committee which has not been authorised by the Board of Directors.
Purchaser’s Undertaking. 10.1 The Purchaser hereby covenants to pay to the Covenantors on demand:
10.1.1 an amount equal to any liability for Tax of any Group Company in respect of which an assessment is made on the Covenantors by virtue of sections 767A, 767AA, 767B and 769 ICTA 1988 (or any similar provision in the UK or elsewhere imposing secondary liabilities for Tax on the Covenantors for Tax primarily chargeable on a Group Company) and for which the Covenantors are not liable to make a payment to the Purchaser pursuant to CLAUSE 3 and where the section 767A assessment would not have been made but for the failure by the Group Company to discharge that liability for Tax; and
10.1.2 where the Covenantors have made a payment in respect of Tax to the Purchaser under CLAUSE 3 and a Group Company fails to discharge such Tax, an amount equal to any liability to Taxation which subsequently becomes payable by the Covenantors under sections 767A, 767AA, 767B and 769 ICTA 1988 (or any similar provision in the UK or elsewhere imposing secondary liabilities for Tax on the Covenantors for Tax primarily chargeable on a Group Company) in respect of the same subject matter.
Purchaser’s Undertaking. 28.1 The Purchaser undertakes with the Vendors and each of them that until the funds in the Escrow Account have been disbursed in accordance with Clause 3.4 so that there shall be no amount standing to the credit thereof:-
28.1.1 the Purchaser shall not at any time dispose of any beneficial interest in the Shares;
28.1.2 the Purchaser shall procure that all of the business of the Company shall be carried on entirely through the Company;
28.1.3 the Purchaser shall procure that the Company shall not dispose of any of its fixed assets otherwise than in the ordinary and proper course of business;
28.1.4 the Purchaser shall procure that the Company shall not change its name without the prior written consent of the Vendors.
28.2 Nothing in paragraph 28.1 shall impose any liability on the Purchaser for anything done or omitted to be done on behalf of the Company by the Vendors. SCHEDULE 1 COMPLETION ARRANGEMENTS At Completion:-
1. the Vendors shall deliver, or procure the delivery, to the Purchaser or the Purchaser's Solicitors:-
1.1 duly executed transfers in respect of the Shares in favour of the Purchaser or such person as the Purchaser may nominate together with share certificates for the Shares in the names of the relevant transferors and any power of attorney under which any transfer is executed on behalf of any Vendor or nominee;
1.2 powers of attorney in agreed terms;
1.3 a letter from the Vendors' Solicitors confirming the disapplication of the City Code on Takeovers and Mergers to the transaction contemplated by this agreement;
1.4 a counterpart Tax Covenant duly executed by the Vendors;
1.5 an original Escrow Letter;
Purchaser’s Undertaking. 21.1 The Purchaser undertakes to use best endeavours to collect Debtors from Completion included in the Excluded Assets on behalf of the Vendor for a commission of 2.5% per amount received by the Purchaser in respect of such Debtor.
21.2 The Purchaser undertakes to hold on trust in a separate bank account in England and Wales for the benefit of the Vendor any Debtors included in the Excluded Assets received by it and to pay the same less a commission of 2.5% per amount received to the Vendor forthwith on receipt providing that no commission will be paid in respect of Debtors being collected by Trade Indemnity or the Vendor.
Purchaser’s Undertaking. The Purchaser hereby irrevocably undertakes to the Seller (for itself and as trustee for each member of the Retained ALSTOM Group) with effect from Completion that it shall, and shall procure that each SBE Company shall, comply with the provisions set out in Schedule 27.
Purchaser’s Undertaking. The Purchaser undertakes to ICI and to each Business Seller (for itself and as trustee for each other member of the ICI Group) to fulfil (or procure fulfilment by the relevant Purchasing Company) as far as reasonably practicable all the unexpired or undischarged obligations of ICI (or the relevant member of the ICI Group) under all guarantees and indemnities which ICI (or the relevant member of the ICI Group) has given in respect of any goods or services sold and/or provided in connection with the Business and which in turn require or may require repairs, replacement or remedial works to be carried out and the Purchaser shall indemnify ICI (for itself and as trustee for each other member of the ICI Group), on an After Tax Basis, against all Losses in connection with payments to be made or liabilities incurred under or pursuant to such guarantees or indemnities in respect of the period after the Transfer Time.
