Purchaser’s Undertakings. (A) The Purchaser agrees and undertakes on behalf of itself and each other member of the Purchaser's Group that (in the absence of fraud) it has no rights in relation to the matters contemplated by this SUB-CLAUSE (A) against, and shall not make any claim against, any employee, director or agent of any member of the Vendor's Group on whom the Vendor may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein including, without prejudice to the generality of the foregoing, any such persons as are named in the definition of "so far as the Vendor is aware". The agreement and undertaking set out in this SUB-CLAUSE 21(A) is without prejudice to any rights of any member of the Purchaser's Group described in SUB-CLAUSE 30(E). (B) Subject to SUB-CLAUSE 32(B) (Announcements) and SUB-CLAUSE 33(B) (Confidentiality) and without prejudice to SUB-CLAUSE 17(E) (Intellectual Property), the Purchaser undertakes on behalf of itself and each other member of the Purchaser's Group (and, so far as achievable using reasonable endeavours, any member of the Purchaser's Group which ceases to be such a member before the third anniversary of the date of this Agreement) to treat as strictly confidential and not disclose to any person (other than other members of the Purchaser's Group on a confidential basis) any Vendor Confidential Information. The Purchaser acknowledges (for itself and on behalf of each other member of the Purchaser's Group) that any future use of Vendor Confidential Information is without representation, warranty or liability on the part of any member of the Vendor's Group. No updates of the Vendor Confidential Information will be provided by any member of the Vendor's Group to any member of the Purchaser's Group. (C) The Purchaser acknowledges and agrees on behalf of itself and each other member of the Purchaser's Group that nothing in this Agreement shall operate as an agreement to transfer (nor shall transfer) any right, title or interest in, and (subject to SUB-CLAUSES (D) AND (E) and the provisions of the Transitional Services Agreement), from Completion, the Purchaser shall procure that no member of the Purchaser's Group (and, so far as achievable using reasonable endeavours, any member of the Purchaser's Group which ceases to be such a member before the third anniversary of the date of this Agreement) shall use, the words "Unilever", "Lever" or "Conopco" or any of them or any letter combination or words similar thereto or any colourable imitation thereof or any name or xxxx which includes or consists thereof (the "UNILEVER MARKS"); provided that nothing in this clause shall prevent any member of the Purchaser's Group from using "Unipath" or any trade xxxx forming part of the Business IPR or any trade xxxx owned by any of the Companies.
Appears in 2 contracts
Samples: Sale Agreement (Inverness Medical Innovations Inc), Sale Agreement (Inverness Medical Innovations Inc)
Purchaser’s Undertakings. (A28.1 The Purchaser undertakes to the Seller that, immediately following the execution of this Agreement, it will deliver to the Seller an acknowledgement of the Disclosure Letter, duly executed on behalf of the Purchaser and/or the relevant member(s) of the Purchaser’s Group.
28.2 The Purchaser agrees and undertakes on behalf of itself and each other member of the Purchaser's ’s Group that (in the absence of fraud, fraudulent misrepresentation or wilful concealment) it has no rights in relation to the matters contemplated by this SUB-CLAUSE (A) against, against and shall not make any claim against, against any employee, director director, agent, officer or agent adviser of any member of the Vendor's GSK Group on whom the Vendor it may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein entered into pursuant hereto (including, without prejudice to the generality of the foregoing, any such persons as are named in the definition of "so far as the Vendor is aware". The agreement and undertaking set out in this SUBsub-CLAUSE 21(A) is without prejudice to any rights of any member of the Purchaser's Group described in SUB-CLAUSE 30(EClause 1.2(Q)).
(B) Subject to SUB-CLAUSE 32(B) (Announcements) and SUB-CLAUSE 33(B) (Confidentiality) and without prejudice to SUB-CLAUSE 17(E) (Intellectual Property), the 28.3 The Purchaser undertakes on behalf of itself and each other member of the Purchaser's ’s Group (andand without prejudice to the confidentiality agreement referred to in Clause 40.4) that, so far as achievable using reasonable endeavourssubject to Clause 40.2, any each member of the Purchaser's ’s Group which ceases to be such a member before the third anniversary of the date of this Agreement) to will treat as strictly confidential and not disclose to any person (other than (i) any employee, director, officer, agent, consultant or adviser of the Purchaser, (ii) other members of the Purchaser's Group ’s Group, (iii) any employee, director, officer, agent, consultant or adviser of any member of the Purchaser’s Group, (iv) any Purchaser’s Financing Bank or its employees, directors, officers, agents or advisers, in any such case on a confidential basis) any Vendor GSK Group Confidential Information. The Purchaser acknowledges (for itself and on behalf of each other member of the Purchaser's Group) that any future use of Vendor GSK Group Confidential Information is at the risk of the Purchaser and other members of the Purchaser’s Group and is without representation, warranty or liability on of the part of any member of the Vendor's GSK Group. No updates .
28.4 The Purchaser undertakes to the Seller that it shall not, and shall procure that each member of the Vendor Confidential Information will be provided by Purchaser’s Group shall not (for as long as the relevant entity remains a member of the Purchaser’s Group), for a period of [***] months from the Completion Date, solicit or entice away from the employment of any member of the Vendor's GSK Group any Relevant GSK Group Employee without the prior written consent of the Seller, other than:
(A) any Relevant GSK Group Employee whose employment with the relevant member of the GSK Group has then ceased or who has received notice terminating such employment; or
(B) where such solicitation or enticement is as a result of an advertisement or advertisements not specifically targeted at such Relevant GSK Group Employee or as a result of an unsolicited approach to the Purchaser or any other member of the Purchaser’s Group from any such Relevant GSK Group Employee.
28.5 The Purchaser undertakes to the Seller that, with effect from the Completion Date but without limit in time thereafter, the Purchaser shall, or shall procure that the relevant member(s) of the Purchaser’s Group shall, use all reasonable endeavours to obtain any Certificate of Pharmaceutical Product requested in writing by the Seller in order to enable:
(A) the Seller (or another member of the GSK Group) to Commercialise any GSK Product in a country; or
(B) any other Person who may, subsequent to the date hereof, acquire rights in respect of products Commercialised under the Brands in territories other than the United States, to Commercialise such products (a “CPP Third Party”), (and for the avoidance of doubt, the Seller and the Purchaser hereby agree that the obligations imposed on the Purchaser pursuant to this Clause 28.5 shall not apply to the extent the Seller’s request relates to the Commercialisation of any GSK Product or the Commercialisation of any product by a CPP Third Party (as applicable) in breach of the Intellectual Property rights of any member of the Purchaser's ’s Group.
). The Seller hereby agrees that it shall use all reasonable endeavours to provide (Cor procure that there is provided, including, where relevant, by any relevant CPP Third Party) The to the Purchaser acknowledges and agrees on behalf of itself and each such cooperation as the Purchaser (or any other relevant member of the Purchaser's Group that nothing ’s Group) reasonably requests in this Agreement shall operate as an agreement to transfer (nor shall transfer) connection with obtaining any right, title or interest in, and (subject to SUB-CLAUSES (D) AND (E) and the provisions such Certificate of the Transitional Services Agreement), from Completion, the Purchaser shall procure that no member of the Purchaser's Group (and, so far as achievable using reasonable endeavours, any member of the Purchaser's Group which ceases to be such a member before the third anniversary of the date of this Agreement) shall use, the words "Unilever", "Lever" or "Conopco" or any of them or any letter combination or words similar thereto or any colourable imitation thereof or any name or xxxx which includes or consists thereof (the "UNILEVER MARKS"); provided that nothing in this clause shall prevent any member of the Purchaser's Group from using "Unipath" or any trade xxxx forming part of the Business IPR or any trade xxxx owned by any of the Companies.Pharmaceutical Product. The Seller further agrees that:
Appears in 1 contract
Samples: Business Sale and Purchase Agreement (Prestige Brands Holdings, Inc.)
Purchaser’s Undertakings. (A) The Purchaser agrees and undertakes on behalf of itself and each other member of the Purchaser's ’s Group that (in the absence of fraud) it has no rights in relation to the matters contemplated by this SUBsub-CLAUSE clause (A) against, and shall not make any claim against, any employee, director or agent of any member of the Vendor's ’s Group on whom the Vendor may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein including, without prejudice to the generality of the foregoing, any such persons as are named in the definition of "“so far as the Vendor is aware"”. The agreement and undertaking set out in this SUBsub-CLAUSE clause 21(A) is without prejudice to any rights of any member of the Purchaser's ’s Group described in SUBsub-CLAUSE clause 30(E).
(B) Subject to SUBsub-CLAUSE clause 32(B) (Announcements) and SUBsub-CLAUSE clause 33(B) (Confidentiality) and without prejudice to SUBsub-CLAUSE clause 17(E) (Intellectual Property), the Purchaser undertakes on behalf of itself and each other member of the Purchaser's ’s Group (and, so far as achievable using reasonable endeavours, any member of the Purchaser's ’s Group which ceases to be such a member before the third anniversary of the date of this Agreement) to treat as strictly confidential and not disclose to any person (other than other members of the Purchaser's ’s Group on a confidential basis) any Vendor Confidential Information. The Purchaser acknowledges (for itself and on behalf of each other member of the Purchaser's ’s Group) that any future use of Vendor Confidential Information is without representation, warranty or liability on the part of any member of the Vendor's ’s Group. No updates of the Vendor Confidential Information will be provided by any member of the Vendor's ’s Group to any member of the Purchaser's ’s Group.
(C) The Purchaser acknowledges and agrees on behalf of itself and each other member of the Purchaser's ’s Group that nothing in this Agreement shall operate as an agreement to transfer (nor shall transfer) any right, title or interest in, and (subject to SUBsub-CLAUSES clauses (D) AND and (E) and the provisions of the Transitional Services Agreement), from Completion, the Purchaser shall procure that no member of the Purchaser's ’s Group (and, so far as achievable using reasonable endeavours, any member of the Purchaser's ’s Group which ceases to be such a member before the third anniversary of the date of this Agreement) shall use, the words "“Unilever"”, "“Lever" ” or "“Conopco" ” or any of them or any letter combination or words similar thereto or any colourable imitation thereof or any name or xxxx which includes or consists thereof (the "UNILEVER MARKS"“Unilever Marks”); provided that nothing in this clause shall prevent any member of the Purchaser's ’s Group from using "“Unipath" ” or any trade xxxx forming part of the Business IPR or any trade xxxx owned by any of the Companies.
(D) The Vendor (on behalf of itself and as agent for the Vendor’s Group) grants to the Companies and, in relation to the US Business, the relevant Designated Purchaser, subject to the terms of this sub-clause (D) an irrevocable, royalty-free, non-exclusive licence:
(i) to continue to use and supply existing stocks, packaging, sales literature, stationery, marketing materials and similar materials bearing the Unilever Marks (or any of them) for a period not to exceed 9 months from Completion; and
(ii) to continue to apply the Unilever Marks in the same manner as applied at Completion to products, packaging, sales literature, stationery, marketing materials and similar materials used or supplied by the Transferring Business for a period not to exceed 3 months from Completion and to use and supply any of the same for a period not to exceed 9 months from Completion; provided that the Purchaser shall, and shall procure that the Companies and each of the businesses within the Transferring Business shall, use all reasonable endeavours to cease all use of the Unilever Marks as soon as reasonably practicable after Completion.
(E) The Purchaser shall, and shall procure that the Companies and each of the businesses within the Transferring Business shall, by the last day of the ninth month following the Completion Date, destroy or delete from existing stocks, packaging, sales literature, stationery, marketing materials and similar materials, building, signage and vehicles, the Unilever Marks.
(F) The Purchaser shall have exclusive control and undertakes with the Vendor (for itself and as trustee for each member of the Vendor’s Group) that it will (without prejudice to the Transitional Services Agreement) take over all and any administrative functions relating to the Business IPR and Company IPR immediately following Completion and that it will be responsible for paying any filing, prosecution, maintenance and renewal fees relating to such Business IPR and Company IPR which fall due for payment after Completion.
(G) The Purchaser shall procure that, for a period of two years from the date of Completion, each Company shall prepare and there shall be prepared in relation to the US Business, where reasonably requested by the Vendor and subject to reimbursement by the Vendor of the reasonable out-of-pocket expenses of the Company and/or any other relevant member of the Purchaser’s Group:
(i) financial data required for the preparation of financial accounts, management accounts or statutory accounts for any member of the Vendor’s Group which relate, in each case, to a period of account which is closed or in progress at Completion; and
(ii) any data required for compliance with any reporting requirements of any stock exchange or securities or other regulatory authority or under any applicable law, rule or regulation, which shall each be delivered to the Vendor as soon as reasonably practicable.
(H) The Purchaser agrees that it will, and will procure that each relevant member of the Purchaser’s Group will, after the Completion Date:
(i) promptly provide the Vendor with such information and access to personnel, premises, chattels and documents belonging to, or under the control of, any members of the Purchaser’s Group as the Vendor may reasonably consider necessary in connection with the Persona Litigation and any claim under any Liability Insurance Policy in connection with the marketing, sale or use of Persona products; and
(ii) promptly, and in any event within five Business Days of receipt of any written communication relating to the Persona Litigation, provide the Vendor with a copy of such written communication. The obligations of the Purchaser and the relevant members of the Purchaser’s Group pursuant to this sub-clause (H) are subject to the Vendor promptly reimbursing the Purchaser and such members of the Purchaser’s Group for the reasonable out-of-pocket expenses incurred by them in performing such obligations.
(I) The Purchaser undertakes that following Completion it shall, and shall procure that each member of the Purchaser’s Group shall (at the cost of the Vendor):
(i) provide to the Vendor, the other members of the Vendor’s Group and their respective professional advisers, during Working Hours and on reasonable advance notice being given, access (a) to the Transferring Books and Records which are delivered to the Purchaser pursuant to Clause 24 to the extent such relate to the US Retained Litigation (which books and records the Purchaser shall retain, or cause to be retained by the members of the Purchaser’s Group, until the US Retained Litigation has been finally compromised or settled), and (b) to the employees and counsel of the Purchaser and other members of the Purchaser’s Group for the purposes of the Vendor’s conduct of the US Retained Litigation; and
(ii) respond to the reasonable requests of the Vendor to assist in the prosecution or defence of the US Retained Litigation.
(J) The Purchaser shall procure that Unipath Limited, or any other relevant Company or member of the Purchaser’s Group, within 20 Business Days of Completion, sells to the Vendor, or such other member of the Vendor’s Group as the Vendor may designate in writing, at net book value as at the Completion Date the three motor cars owned by Unipath Limited (or such other Company or member of the Purchaser’s Group) and used by Xxxxxx Xxxxx, Xxxxxxx Xxxxx and Xxxxx van der Ouderaa as at the date of this Agreement.
Appears in 1 contract
Purchaser’s Undertakings. (A) The Purchaser agrees and undertakes on behalf of itself and each other member of the Purchaser's Group that (in the absence of fraud) it has no rights in relation to the matters contemplated by this SUB-CLAUSE (A) against, against and shall not make any claim against, against any employee, director director, agent, officer or agent adviser of any member of the Vendor's 53 53 Sellers' Group on whom the Vendor it may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein including, without prejudice to the generality of the foregoing, any such persons as are named in the definition of "so far as the Vendor is aware". The agreement and undertaking set out in this SUB-CLAUSE 21(A) is without prejudice to any rights of any member of the Purchaser's Group described in SUB-CLAUSE 30(E)herein.
(B) Subject to SUB-CLAUSE 32(B) (Announcements) and SUB-CLAUSE 33(B) (Confidentiality) and without prejudice to SUB-CLAUSE 17(E) (Intellectual Property), the The Purchaser undertakes on behalf of itself and each other member of the Purchaser's Group (andand without prejudice to the confidentiality agreement referred to in Clause 37(E)) that, so far as achievable using reasonable endeavourssubject to Clause 37(B), any each member of the Purchaser's Group which ceases to be such a member before the third anniversary of the date of this Agreement) to will treat as strictly confidential and not disclose to any person (other than any employee, director, officer or adviser of the Purchaser, other members of the Purchaser's Group or any employee, director, officer or adviser of any other member of the Purchaser's Group on a confidential basis) any Vendor Seller Confidential Information. The Purchaser acknowledges (for itself and on behalf of each other member of the Purchaser's Group) that that, save as otherwise provided in this Agreement, any future use of Vendor Seller Confidential Information is without representation, warranty or liability on the part of any member of the Vendor's Group. No updates of the Vendor Confidential Information will be provided by any member of the Vendor's Group to any member of the Purchaser's Sellers' Group.
(C) The Purchaser acknowledges and agrees on behalf of itself and each other member of the Purchaser's Group that, save to the extent that a licence of Unilever Marks is granted expressly pursuant to this Agreement, nothing in this Agreement shall operate as an agreement to transfer (nor shall transfer) any right, title or interest in, and (subject to SUBsub-CLAUSES clauses (D) AND and (E) and the provisions of the Transitional Services AgreementJ)), save as aforesaid, from Completion, the Purchaser shall procure that no member of the Purchaser's Group (and, so far as achievable using reasonable endeavoursshall use, any of the Unilever Marks.
(D) Save as otherwise expressly provided by a licence of Unilever Marks granted expressly pursuant to this Agreement, the Purchaser shall procure that each part of the European Culinary Brands Business shall:
(i) as soon as reasonably practicable after Completion cease all use of the Unilever Marks set out in Part 1 of Attachment 5 on any sales literature, stationery, building signage or vehicles; and
(ii) by the last day of the sixth month following Completion, destroy or delete from existing sales literature and stationery or buildings signage or vehicles, and by the last day of the twelfth month following Completion destroy or delete from existing Stocks, the Unilever Marks set out in Part 2 of Attachment 5 and by the last day of the sixth month following Completion destroy or delete from existing stocks the Unilever Marks set out in Part 1 of Attachment 5. 54 54
(E) The Purchaser shall procure that, for a period of 12 months after Completion, the Company and the Business shall prepare, where reasonably requested to do so by the Sellers and subject to reimbursement by the Sellers of all reasonable expenses of the Company or the Business incurred in connection with the preparation of the same, financial data in relation to all periods beginning prior to Completion and ending prior to, on or after Completion required for financial accounts, management accounts or statutory accounts and any data to the extent strictly required for compliance with any reporting requirements of any stock exchange or securities or other regulatory authority or under any applicable law, rule or regulation which shall each be delivered to the Sellers as soon as reasonably practicable following the relevant request.
(F) The Purchaser undertakes with the Sellers (for themselves and as trustees for each other member of the Sellers' Group) to comply with all notifications and other requirements arising as a result of this Agreement and the transactions contemplated hereunder under any relevant competition, anti-restrictive trade practices or anti-trust laws (except where such requirements are the sole responsibility of the Sellers under such laws, in which case the Sellers undertake to the Purchaser on the same terms) and the Purchaser agrees with the Sellers (for themselves and as trustees for each other member of the Sellers' Group) that it will indemnify each member of the Sellers' Group on an after Tax basis against any and all costs, claims, expenses and liabilities whatsoever which the Seller or any such other member of the Sellers' Group may suffer or incur as a result of the Purchaser's failure to comply with such laws.
(G) The Purchaser agrees and acknowledges (for itself and as trustee for each member of the Purchaser's Group which ceases to be such a member before the third anniversary Group) that no part of the date European Culinary Brands Business shall have or retain any right whatsoever (whether proprietary or by way of this AgreementIntellectual Property or otherwise) shall usein or in respect of the Unilever Manuals and Policy Documents or any of them, the words "Unilever", "Lever" or "Conopco" any right to use or continue to use them or any of them after Completion. All originals and copies of the Unilever Manuals and Policy Documents shall be delivered to the Sellers or to their order to such location or locations in the jurisdiction or jurisdictions in which they are held as they shall reasonably specify, at or immediately following Completion.
(H) If the Sellers or Business Sellers assign to the Purchaser any letter combination Intellectual Property or words similar thereto know-how which is owned by a member of the Sellers' Group but which is not used exclusively in the European Culinary Brands Business (other than any Business IPR), the Purchaser undertakes to reassign such Intellectual Property or any colourable imitation thereof know-how to the Sellers or any name a member of the Sellers' Group nominated by the Sellers in 55 55 consideration for the Sellers or xxxx which includes such member of the Sellers' Group simultaneously granting to the Purchaser (or consists thereof (the "UNILEVER MARKS"); provided that nothing in this clause shall prevent any another member of the Purchaser's Group) a non-exclusive, perpetual, irrevocable, assignable and royalty-free licence (with the right to sub-license) to use such Intellectual Property to the extent that such Intellectual Property was used in the European Culinary Brands Business at Completion or in the 12 months prior to Completion, and the Sellers agree with the Purchaser (for itself and as trustee for each Designated Purchaser) that the Sellers shall indemnify the Purchaser or the relevant Designated Purchaser on an after Tax basis in respect of any costs and expenses incurred by the Purchaser or the relevant Designated Purchaser in connection therewith. The Purchaser shall also procure that the Company transfers its right to the Sellers or a member of the Sellers' Group from using "Unipath" nominated by the Sellers, for nominal consideration, any Intellectual Property (other than any Business IPR) or know-how owned by the Company which has in the 12 months prior to Completion been used exclusively in any retained business carried on by the Sellers or any member of the Sellers' Group and the Sellers agree with the Purchaser (for itself and as trustee for each Designated Purchaser) that the Sellers shall indemnify the Purchaser or the relevant Designated Purchaser on an after Tax basis in respect of any costs and expenses incurred by the Purchaser or the relevant Designated Purchaser in connection therewith.
(I) If the Sellers or Business Sellers assign to the Purchaser any trade xxxx forming part mark which: (i) at Completion is owned by a member of the Sellers' Group; (ii) is not used at Completion exclusively in the European Culinary Brands Business; (iii) does not relate to a territory within the EEA; and (iv) in connection with which the Sellers' Group operates an active business function in the relevant territory at Completion, the Purchaser undertakes to grant to any relevant member of the Sellers' Group a royalty-free licence (with the right to sub-license) of such trade mark solely in connection with the re-branding by that member of the Sellers' Group of the relevant goods away from that trade mark. Xxe term of such licence shall be the lesser of (i) two years; and (ii) the period until the completion of that re-branding process, and such licence shall be exclusive for the first year of that term and non-exclusive for the remainder of that term.
(J) If the Sellers or Business Sellers assign to the Purchaser any trade mark which includes or incorporates (i) any of the Unilever Marks and/or (ii) any endorser brand or sub-brand (other than any Business IPR) relating to an active business function of the Sellers' Group in the relevant territory at Completion, the Purchaser undertakes to reassign such Intellectual Property in the territory to the Sellers 56 56 or a member of the Sellers' Group nominated by the Sellers in consideration for the Sellers or such member of the Sellers' Group simultaneously granting to the Purchaser (or another member of the Purchaser's Group) an exclusive, royalty-free, licence (with the right to sub-license) for one year to use such trade mark xxxely in connection with the re-branding of the relevant goods away from that Unilever Mark or endorser or sub-brand (as applicable). The Sellers shall indemnify the Purchaser or the relevant Designated Purchaser on an after Tax basis in respect of any costs and expenses incurred by the Purchaser or the relevant Designated Purchaser in connection therewith The Sellers shall procure that any registrations relating to each such trade mark xxx cancelled as soon as reasonably practicable after the end of the term of the licence of that trade mark xxxnted pursuant to this clause. For the avoidance of doubt (i) this Clause shall be without prejudice to the Purchaser's rights in that territory to the brand or brands included within that trade mark xxxer than such Unilever Marks and/or such endorser brand or sub-brand (each a "Transferred Brand"); and (ii) the Sellers acknowledge that they do not by operation of this Clause receive or obtain any rights to any Intellectual Property in any Transferred Brand.
(K) The Purchaser shall, with effect from Completion, procure the grant to the Sellers and each member of the Sellers' Group of a perpetual, non-exclusive, royalty-free, irrevocable, assignable licence (with the right to sub-license) to use any Intellectual Property other than any Business IPR) owned by the Company at Completion to the extent that such Intellectual Property has in the 12 months prior to Completion been used (but not exclusively used) by the Sellers or any other member of the Sellers' Group.
(L) The Purchaser shall, with effect from Completion, procure the grant to the Sellers and each member of the Sellers' Group of a perpetual, non-exclusive, royalty-free, irrevocable, assignable licence (with the right to sub-license) to use any know-how owned by the Company at Completion which has in the 12 months prior to Completion been used (but not exclusively used) by the Sellers or any other member of the Sellers' Group.
(M) The Purchaser, with effect from Completion, grants the Seller and, to the extent relevant, each other member of the Sellers' Group a non-exclusive, royalty-free, assignable licence (with the right to sub-license) to use the plant variety right listed in Part 1 of Attachment 4 of this Agreement (the "Plant Variety Right") for the duration of the Plant Variety Right.
(N) Without prejudice to Clauses 20(D) and 27(C), the Purchaser undertakes to, and undertakes to procure that all members of the 57 57 Purchaser's Group, return to the Sellers within a period of 12 months after Completion all copies of all books and records (including all written material and all forms of computer or machine readable material) in their possession or under their control which contain Shared Know-how other than any know-how relating to products which are at Completion and/or will after Completion be manufactured and/or packaged in factories owned by the European Culinary Brands Business exclusively for and/or on behalf of members of the Sellers' Group.
(O) At the Purchaser's request, the Sellers shall, during the period between the date of this Agreement and Completion, apply to register any unregistered trade marks which are included within the Business IPR and the Purchaser shall reimburse the Sellers in respect of all costs, including reasonable internal management costs, incurred by the Sellers or any trade xxxx owned by any a member of the CompaniesSellers' Group in respect of filing any applications to register such unregistered trade marks. At Completion the Sellers shall assign any such applications or registrations (if registered) to the Purchaser or a company nominated by the Purchaser.
Appears in 1 contract
Samples: Business and Share Sale and Purchase Agreement (Campbell Soup Co)
Purchaser’s Undertakings. (A) The Purchaser 20.1 Sappi agrees and undertakes to the Relevant Sellers that the Sappi Shares forming the Consideration Shares to be issued shall:
(i) be fully paid or credited as fully paid, rank pari passu in all respects with the Sappi Shares in issue on behalf the Completion Date (including the right to receive all dividends and other distributions declared, made or paid on or after the Completion Date);
(ii) not be issued subject to any pre-emptive right, option, right to acquire, mortgage, charge, pledge, lien or other form of itself security or encumbrance and each all other rights exercisable by or claims by third parties other than at the creation of the Relevant Sellers or any member of the Sellers’ Group; and
(iii) be issued in accordance with applicable law and the articles of association or by-laws or equivalent constitutional documents of the Purchaser's Group .
20.2 Sappi undertakes to the Relevant Sellers that it and its directors, as at the Completion Date, shall have the power and authority to allot and issue the Consideration Shares to be issued to the Relevant Sellers under this Agreement in the manner contemplated by this Agreement without any sanction or consent by the members of the Purchaser or any class of them and the allotment shall comply with the South African Companies Act No 61 of 1973, the JSE Listings Requirements and all other relevant laws and regulations of South Africa and elsewhere.
20.3 Sappi agrees and undertakes that the Sappi Circular and any other public document issued by it in relation to the transactions contemplated by this Agreement, including for the avoidance of doubt any rights issue or other equity or debt raising, will be issued in accordance with the rules of the JSE and all other relevant laws and regulations of South Africa and elsewhere.
20.4 The Relevant Purchasers agree and undertake that (in the absence of fraud) it has they have no rights in relation to the matters contemplated by this SUB-CLAUSE (A) against, against and shall not make any claim against, against any employee, director director, agent, officer or agent adviser of any member of the Vendor's Seller’s Group or any Employee on whom the Vendor it may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein including, without entered into pursuant hereto.
20.5 Without prejudice to clause 28.2, the generality Relevant Purchasers shall procure that, for a period of six years after Completion, each of the foregoing, Relevant Sellers and their accountants shall as soon as reasonably practicable and in any such persons as are named in event within five Business Days of request for the definition of "so far as the Vendor is aware". The agreement and undertaking set out in this SUB-CLAUSE 21(A) is without prejudice same be given reasonable access to any rights employees, officers, advisers or premises of any member of the Purchaser's Group described in SUB-CLAUSE 30(E).
(B) Subject to SUB-CLAUSE 32(B) (Announcements) and SUB-CLAUSE 33(B) (Confidentiality) any of their respective books and without prejudice to SUB-CLAUSE 17(E) (Intellectual Property), records which may reasonably be required by the Purchaser undertakes on behalf of itself and each Sellers or any other member of the Purchaser's Sellers’ Group (andin connection with any report, so far as achievable using reasonable endeavoursreturn, statement, audit, filing or other requirement under any member applicable law or regulation or otherwise required in respect of the Purchaser's Group which ceases Sellers’ Business.
20.6 Without prejudice to be such a member before clause 19.7, the third anniversary Relevant Purchaser of the date Xxxxxx Property agrees to grant a right of access, in accordance with the Xxxxxx PM2 Property Lease and for the purpose of removing the Xxxxxx PM2 from the Xxxxxx PM2 Property, to M-real or a relevant third party with effect from Completion and for a period of 3 years or such other period until the Xxxxxx PM2 is sold and removed from the Xxxxxx PM2 Property. The Relevant Purchaser agrees that it will enter into the Xxxxxx PM2 Property Lease in this Agreement) to treat as strictly confidential respect and M-real undertakes that it shall not disclose assign or transfer the Xxxxxx PM2 Property Lease to any person third party.
20.7 Sappi will procure that the Rights Issue is formally launched as soon as reasonably practicable after the conditions (other than the condition in paragraph 8 of Schedule 2) in Schedule 2 have been satisfied or waived in full or as otherwise as agreed in writing between M-real and Sappi.
20.8 Sappi undertakes to M-real that it and the other members of the Purchaser's ’s Group on have no secured outstanding debt obligation (whether secured by mortgage, charge, pledge, lien or any other security interest or any other agreement or arrangement having the effect of giving security or preferential ranking to a confidential basiscreditor) any Vendor Confidential Information. The Purchaser acknowledges other than secured outstanding debt obligations which are permitted under clauses 22.5 (for itself negative pledge) and on behalf of each other member 22.7 (financial indebtedness) of the Purchaser's Group€600,000,000 revolving credit facility agreement arranged for Sappi by BNP Paribas, XX Xxxxxx plc and SG Corporate and Investment Banking dated 29 June, 2005 (as amended from time to time) and that any future use of the M-real Vendor Confidential Information is without representation, warranty or liability on Loan Note to be issued pursuant to the part of any member of the Vendor's Group. No updates of the Vendor Confidential Information will be provided transactions contemplated by any member of the Vendor's Group to any member of the Purchaser's Group.
(C) The Purchaser acknowledges and agrees on behalf of itself and each other member of the Purchaser's Group that nothing in this Agreement shall operate as an agreement rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except for obligations mandatorily preferred by law applying to transfer (nor shall transfer) any right, title or interest in, and (subject to SUB-CLAUSES (D) AND (E) and the provisions of the Transitional Services Agreement), from Completion, the Purchaser shall procure that no member of the Purchaser's Group (and, so far as achievable using reasonable endeavours, any member of the Purchaser's Group which ceases to be such a member before the third anniversary of the date of this Agreement) shall use, the words "Unilever", "Lever" or "Conopco" or any of them or any letter combination or words similar thereto or any colourable imitation thereof or any name or xxxx which includes or consists thereof (the "UNILEVER MARKS"); provided that nothing in this clause shall prevent any member of the Purchaser's Group from using "Unipath" or any trade xxxx forming part of the Business IPR or any trade xxxx owned by any of the Companiescompanies generally.
Appears in 1 contract
Samples: Master Business and Share Sale and Purchase Agreement (Sappi LTD)
Purchaser’s Undertakings. (A) 26.1 The Purchaser agrees and undertakes on behalf of itself and each other member of the Purchaser's ’s Group that (in the absence of fraudfraud or wilful concealment) it has no rights in relation to the matters contemplated by this SUB-CLAUSE (A) against, against and shall not make any claim against, against any employee, director director, agent, officer or agent adviser of any member of the Vendor's Aspen Group on whom the Vendor it may have relied before agreeing to any term of or entering into this Agreement Agreement, or any other agreement or document referred to herein or entering entered into this Agreement or any other agreement or document referred to herein pursuant hereto (including, without prejudice to the generality of the foregoing, any such persons Persons as are named in the definition of "so far as the Vendor is aware". The agreement and undertaking set out in this SUB-CLAUSE 21(A) is without prejudice to any rights of any member of the Purchaser's Group described in SUB-CLAUSE 30(EClause 1.2(L)).
(B) Subject to SUB-CLAUSE 32(B) (Announcements) and SUB-CLAUSE 33(B) (Confidentiality) and without prejudice to SUB-CLAUSE 17(E) (Intellectual Property)26.2 Save as otherwise expressly permitted in this Agreement, the Purchaser undertakes on behalf of itself and each other member of the Purchaser's ’s Group (andthat, so far as achievable using reasonable endeavourssubject to Clause 35.2, any each member of the Purchaser's ’s Group which ceases to be such a member before the third anniversary of the date of this Agreement) to will treat as strictly confidential and not disclose to any person Person (other than any employee, director, officer or adviser of the Purchaser, other members of the Purchaser's ’s Group or any employee, director, officer or adviser of any member of the Purchaser’s Group, in any such case on a confidential basis) any Vendor Aspen Group Confidential Information. The Purchaser acknowledges (for itself and on behalf of each other member of the Purchaser's Group) that any future use of Vendor Aspen Group Confidential Information is at the risk of the Purchaser and other members of the Purchaser’s Group and is without representation, warranty or liability on the part of any member of the Vendor's Aspen Group. No updates .
26.3 The Purchaser undertakes to the Seller that it shall not, and shall procure that each member of the Vendor Confidential Information will be provided by Purchaser’s Group shall not (for as long as the relevant entity remains a member of the Purchaser’s Group), prior to and for a period of twelve (12) months from the Completion Date, solicit or entice away from the employment of any member of the Vendor's Aspen Group to any Relevant Aspen Group Employee without the prior written consent of the Seller, other than:
A. any Relevant Aspen Group Employee whose employment with the relevant member of the Purchaser's Group.Aspen Group has then ceased or who has given or received notice terminating such employment; or
(C) The B. where such solicitation or enticement is as a result of an advertisement or advertisements not specifically targeted at such Relevant Aspen Group Employee or as a result of an unsolicited approach to the Purchaser acknowledges and agrees on behalf of itself and each or any other member of the Purchaser's ’s Group that nothing in this Agreement shall operate as an agreement from any such Relevant Aspen Group Employee.
26.4 Without prejudice to transfer (nor shall transfer) any right, title or interest in, and (subject to SUB-CLAUSES (D) AND (E) and the provisions other obligation of the Transitional Services Purchaser or an Affiliate of the Purchaser under any Ancillary Transaction Agreement), from Completion, the Purchaser undertakes to the Seller that, to the extent required to comply with its obligations pursuant to this Agreement and/or to ensure the timely transfer of the Commercialisation Business from the Aspen Group to the Purchaser’s Group, by no later than the date that is twelve (12) months following the Completion Date, it shall establish (or procure the establishment of) a local presence (whether in the form of an Affiliate of the Purchaser or a Third Party distributor) in each Country in which any Product is Commercialised as at the Effective Date.
26.5 The Purchaser shall procure that no that, for a period of eighteen (18) months after the Completion Date:
A. the Commercialisation Business shall prepare, where reasonably requested to do so by the Seller and subject to reimbursement by the Seller of all reasonable expenses of the Commercialisation Business incurred in connection with the preparation of the same, financial data in relation to all periods beginning prior to Completion and ending prior to, on or after Completion required for financial accounts, management accounts or statutory accounts of the Seller or any other member of the Purchaser's Aspen Group (and, so far as achievable using reasonable endeavours, and any data to the extent reasonably required for compliance by the Seller or any other member of the Purchaser's Aspen Group with any reporting requirements of any stock exchange or securities or other regulatory authority or under any Applicable Laws which ceases shall each be delivered to be such a member before the third anniversary of Seller as soon as reasonably practicable following the date of this Agreement) shall userelevant request; and
B. the Seller, the words "Unilever", "Lever" or "Conopco" or any of them or any letter combination or words similar thereto or any colourable imitation thereof or any name or xxxx which includes or consists thereof (the "UNILEVER MARKS"); provided that nothing in this clause shall prevent any other member of the Purchaser's Group from using "Unipath" or Aspen Group, and its accountants and agents shall, as soon as reasonably practicable (and in any trade xxxx forming part of the Business IPR or any trade xxxx owned by any of the Companies.event within five
Appears in 1 contract
Purchaser’s Undertakings. (A29.1 The Purchaser undertakes to the Seller that, immediately following the execution of this Agreement, it will deliver to the Seller an original counterpart of the Transitional Services Agreement and an acknowledgement of the Disclosure Letter, duly executed on behalf of the Purchaser and/or the relevant member(s) of the Purchaser’s Group.
29.2 The Purchaser agrees and undertakes on behalf of itself and each other member of the Purchaser's ’s Group that (in the absence of fraud, fraudulent misrepresentation or wilful concealment) it has no rights in relation to the matters contemplated by this SUB-CLAUSE (A) against, against and shall not make any claim against, against any employee, director director, agent, officer or agent adviser of any member of the Vendor's GSK Group on whom the Vendor it may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein entered into pursuant hereto (including, without prejudice to the generality of the foregoing, any such persons as are named in the definition of "so far as the Vendor is aware". The agreement and undertaking set out in this SUBsub-CLAUSE 21(A) is without prejudice to any rights of any member of the Purchaser's Group described in SUB-CLAUSE 30(EClause 1.2(Q)).
(B) Subject to SUB-CLAUSE 32(B) (Announcements) and SUB-CLAUSE 33(B) (Confidentiality) and without prejudice to SUB-CLAUSE 17(E) (Intellectual Property), the 29.3 The Purchaser undertakes on behalf of itself and each other member of the Purchaser's ’s Group (andand without prejudice to the confidentiality agreement referred to in Clause 42.4) that, so far as achievable using reasonable endeavourssubject to Clause 42.2, any each member of the Purchaser's ’s Group which ceases to be such a member before the third anniversary of the date of this Agreement) to will treat as strictly confidential and not disclose to any person (other than (i) any employee, director, officer, agent, consultant or adviser of the Purchaser, (ii) other members of the Purchaser's Group ’s Group, (iii) any employee, director, officer, agent, consultant or adviser of any member of the Purchaser’s Group, (iv) any Purchaser’s Financing Bank or its employees, directors, officers, agents or advisers, in any such case on a confidential basis) any Vendor GSK Group Confidential Information. The Purchaser acknowledges (for itself and on behalf of each other member of the Purchaser's Group) that any future use of Vendor GSK Group Confidential Information is at the risk of the Purchaser and other members of the Purchaser’s Group and is without representation, warranty or liability on of the part of any member of the Vendor's GSK Group. No updates .
29.4 The Purchaser undertakes to the Seller that it shall not, and shall procure that each member of the Vendor Confidential Information will be provided by Purchaser’s Group shall not (for as long as the relevant entity remains a member of the Purchaser’s Group), for a period of [***] months from the Completion Date, solicit or entice away from the employment of any member of the Vendor's GSK Group any Relevant GSK Group Employee without the prior written consent of the Seller, other than:
(A) any Relevant GSK Group Employee whose employment with the relevant member of the GSK Group has then ceased or who has received notice terminating such employment; or
(B) where such solicitation or enticement is as a result of an advertisement or advertisements not specifically targeted at such Relevant GSK Group Employee or as a result of an unsolicited approach to the Purchaser or any other member of the Purchaser’s Group from any such Relevant GSK Group Employee.
29.5 The Purchaser undertakes to the Seller that, with effect from the Completion Date but without limit in time thereafter, the Purchaser shall, or shall procure that the relevant member(s) of the Purchaser’s Group shall, use all reasonable endeavours to obtain any Certificate of Pharmaceutical Product requested in writing by the Seller in order to enable:
(A) the Seller (or another member of the GSK Group) to Commercialise any GSK Product in a country; or
(B) any other Person who may, subsequent to the date hereof, acquire rights in respect of products Commercialised under the Brands in territories other than the United States, Puerto Rico and Canada, to Commercialise such products (a “CPP Third Party”), (and for the avoidance of doubt, the Seller and the Purchaser hereby agree that the obligations imposed on the Purchaser pursuant to this Clause 29.5 shall not apply to the extent the Seller’s request relates to the Commercialisation of any GSK Product or the Commercialisation of any product by a CPP Third Party (as applicable) in breach of the Intellectual Property rights of any member of the Purchaser's ’s Group.
). The Seller hereby agrees that it shall use all reasonable endeavours to provide (Cor procure that there is provided, including, where relevant, by any relevant CPP Third Party) The to the Purchaser acknowledges and agrees on behalf of itself and each such cooperation as the Purchaser (or any other relevant member of the Purchaser's Group that nothing ’s Group) reasonably requests in this Agreement shall operate as an agreement to transfer (nor shall transfer) connection with obtaining any right, title or interest in, and (subject to SUB-CLAUSES (D) AND (E) and the provisions such Certificate of the Transitional Services Agreement), from Completion, the Purchaser shall procure that no member of the Purchaser's Group (and, so far as achievable using reasonable endeavours, any member of the Purchaser's Group which ceases to be such a member before the third anniversary of the date of this Agreement) shall use, the words "Unilever", "Lever" or "Conopco" or any of them or any letter combination or words similar thereto or any colourable imitation thereof or any name or xxxx which includes or consists thereof (the "UNILEVER MARKS"); provided that nothing in this clause shall prevent any member of the Purchaser's Group from using "Unipath" or any trade xxxx forming part of the Business IPR or any trade xxxx owned by any of the Companies.Pharmaceutical Product. The Seller further agrees that:
Appears in 1 contract
Samples: Business Sale and Purchase Agreement (Prestige Brands Holdings, Inc.)
Purchaser’s Undertakings. (A) The Purchaser agrees and undertakes on behalf of itself and each other member of the Purchaser's Group that (in the absence of fraud) it has no rights in relation to the matters contemplated by this SUB-CLAUSE (A) against, against and shall not make any claim against, against any employee, director director, agent, officer or agent adviser of any member of the VendorSeller's Group on whom the Vendor it may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein including, without prejudice to the generality of the foregoing, any such persons as are named in the definition of "so far as the Vendor is aware". The agreement and undertaking set out in this SUB-CLAUSE 21(A) is without prejudice to any rights of any member of the Purchaser's Group described in SUB-CLAUSE 30(E)herein.
(B) Subject to SUB-CLAUSE 32(B) (Announcements) and SUB-CLAUSE 33(B) (Confidentiality) and without prejudice to SUB-CLAUSE 17(E) (Intellectual Property), the The Purchaser undertakes on behalf of itself and each other member of the Purchaser's Group (andand without prejudice to the confidentiality agreement referred to in Clause 33(D)) that, so far as achievable using reasonable endeavourssubject to Clause 33(B), any each member of the Purchaser's Group which ceases to be such a member before the third anniversary of the date of this Agreement) to will treat as strictly confidential and not disclose to any person (other than other members of the Purchaser's Group and its professional advisers on a confidential basis) any Vendor Seller Confidential Information. The Purchaser acknowledges (for itself and on behalf of each other member of the Purchaser's Group) that any future use of Vendor Seller Confidential Information is without representation, warranty or liability on the part of any member of the VendorSeller's Group. No updates of the Vendor Seller Confidential Information will be provided by any member of the VendorSeller's Group to any member of the Purchaser's Group.
(C) The Purchaser acknowledges and agrees on behalf of itself and each other member of the Purchaser's Group that nothing in this Agreement shall operate as an agreement to transfer (nor shall transfer) any right, title or interest in, and (subject to SUBsave as permitted by sub-CLAUSES clause (D)) AND (E) and the provisions of the Transitional Services Agreement), from Completion, Completion the Purchaser shall procure that no member of the Purchaser's Group (and, so far as achievable using reasonable endeavoursshall use, any of the Unilever Marks or any of the Retained Marks.
(D) The Purchaser and the Designated Purchasers may use the Unilever Marks after Completion only in respect of the Business and to the extent necessary to use sales literature, stationery, buildings, signage and vehicles (existing, in each case, at Completion) and in respect of the Business Stocks and only provided that the Purchaser shall, or shall procure that the relevant Designated Purchaser shall:
(i) as soon as reasonably practicable after Completion (but in any event by the relevant date set out in sub-clause (ii) below) cease all use of the Unilever Marks on any sales literature, stationery, building signage or vehicles; and
(ii) by the last day of the sixth month following Completion, destroy or delete from existing sales literature and stationery or buildings, signage or vehicles, and by the last day of the sixth month following Completion destroy or delete the Unilever Marks from existing Business Stocks in the possession, or under the control, of the Designated Purchasers.
(E) Subject to the terms of the Transitional Services Agreement, the Purchaser shall, and shall procure that each member of the Purchaser's Group which ceases to be such a member before shall, by the third anniversary last day of the date sixth month following Completion cease to use any financial or accounting software owned by the Seller or members of the Seller's Group.
(F) The Purchaser shall procure that, for a period of 12 months after Completion, the Montana Business shall prepare, where reasonably requested to do so by the Seller and subject to reimbursement by the Seller of the reasonable out-of-pocket expenses of the Montana Business, financial data required for the financial accounts, management accounts or statutory accounts of any member of the Seller's Group and any data relating to the Montana Business prior to the Completion Date required by any member of the Seller's Group for compliance with any reporting requirements of any stock exchange or securities or other regulatory authority or under any applicable law, rule or regulation which shall each be delivered to the Seller as soon as reasonably practicable and, in any event, within 30 Business Days of the relevant request.
(G) The Purchaser undertakes with the Seller (for itself and as trustee for each other member of the Seller's Group) to comply with all notifications and other requirements arising as a result of this AgreementAgreement and the transactions contemplated hereunder under any relevant competition, anti-restrictive trade practices or anti-trust laws (except where such requirements are the sole responsibility of the Seller under such laws) and the Purchaser shall useindemnify each member of the Seller's Group against any and all costs, claims, expenses and liabilities whatsoever which the words "Unilever", "Lever" or "Conopco" Seller or any such member of them the Seller's Group may suffer or any letter combination or words similar thereto or any colourable imitation thereof or any name or xxxx which includes or consists thereof incur as a result of the Purchaser's failure to comply with such laws.
(the "UNILEVER MARKS"); provided that nothing in this clause shall prevent any H) The Purchaser agrees and acknowledges (for itself and as trustee for each member of the Purchaser's Group from using "Unipath" or any trade xxxx forming Group) that no part of the Montana Business shall have or retain any right whatsoever (whether proprietary or by way of Intellectual Property or otherwise) in or in respect of the Unilever Manuals and Policy Documents or any of them, or any right to use or continue to use them or any of them after Completion. All originals and copies of the Unilever Manuals and Policy Documents shall be delivered to the Seller or to its order to such location or locations as the Seller shall reasonably specify as soon as reasonably practicable following Completion (and, in any event, within six months following Completion).
(I) If the Seller or any Business Seller assigns to the Purchaser any Intellectual Property or right of confidence which is owned by a member of the Seller's Group but which is not used exclusively in the Business, the Purchaser undertakes to reassign such Intellectual Property or right of confidence to the Seller or a member of the Seller's Group nominated by the Seller for nominal consideration. In such circumstances, the Seller hereby grants and agrees to procure the grant of (on behalf of itself and each relevant member of the Seller's Group) to the Purchaser and each Designated Purchaser a non-exclusive, royalty-free, worldwide, irrevocable right to use the Intellectual Property except for any Excluded IPR or any trade xxxx owned by any right of confidence insofar as it is material to the operation of the CompaniesBusiness, for the sole purpose of conducting the Business. The Purchaser undertakes to, and undertakes to procure that all members of the Purchaser's Group, return to the Seller within a period of 12 months after Completion all copies or relevant extracts of all books and records (including all written material and all forms of computer or machine readable material) in their possession or under their control which contain information in which any such Intellectual Property or right of confidence subsists.
Appears in 1 contract
Samples: Business Sale and Purchase Agreement (Premier Foods PLC)
Purchaser’s Undertakings. (A) 25.1 The Purchaser agrees and undertakes on behalf of itself and each other member of the Purchaser's Group that (in the absence of fraud) it has no rights in relation to the matters contemplated by this SUB-CLAUSE (A) against, against and shall not make any claim against, against any employee, director director, agent, officer or agent adviser of any member of the Vendor's Unilever Group on whom the Vendor it may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein including, without prejudice to the generality of the foregoing, any such persons as are named in the definition of "so far as the Vendor is aware". The agreement and undertaking set out in this SUB-CLAUSE 21(A) is without prejudice to any rights of any member of the Purchaser's Group described in SUB-CLAUSE 30(E)herein.
(B) Subject to SUB-CLAUSE 32(B) (Announcements) and SUB-CLAUSE 33(B) (Confidentiality) and without prejudice to SUB-CLAUSE 17(E) (Intellectual Property), the 25.2 The Purchaser undertakes on behalf of itself and each other member of the Purchaser's Group (andand without prejudice to the confidentiality agreement referred to in Clause 42.4) that, so far as achievable using reasonable endeavourssubject to Clause 42.2, any each member of the Purchaser's Group which ceases to be such a member before the third anniversary of the date of this Agreement) to will treat as strictly confidential and not disclose to any person (other than any employee, director, officer or adviser of the Purchaser, other members of the Purchaser's Group or any employee, director, officer or adviser of any other member of the Purchaser's Group on a confidential basis) any Vendor Unilever Confidential Information. The Purchaser acknowledges (for itself and on behalf of each other member of the Purchaser's Group) that that, save as otherwise provided in this Agreement, any future use of Vendor Unilever Confidential Information is without representation, warranty or liability on the part of any member of the Vendor's Unilever Group. No updates .
25.3 The Purchaser shall procure that, for a period of 12 months after Completion, each Company and the Business shall prepare, where reasonably requested to do so by the Unilever Parents and subject to reimbursement by the Unilever Parents of all reasonable expenses of the Vendor Confidential Information Companies or the Business incurred in connection with the preparation of the same, financial data in relation to all periods beginning prior to Completion and ending prior to, on or after Completion required for financial accounts, management accounts or statutory accounts and any data to the extent strictly required for compliance with any reporting requirements of any stock exchange or securities or other regulatory authority or under any applicable law, rule or regulation which shall each be delivered to the Unilever Parents as soon as reasonably practicable following the relevant request.
25.4 [RESERVED]
25.5 [RESERVED]
25.6 In addition to any liabilities assumed under Clause 14.2, the Purchaser hereby undertakes to the Unilever Parents that it will be provided (on behalf of the relevant Designated Purchaser) indemnify the relevant Business Seller or Share Seller against all amounts payable by any member of the Vendor's Unilever Group in respect of volume or turnover related customer rebates and any other customer rebates that relate in whole or in part to any member the period immediately after the Completion Time, as calculated in accordance with Clause 25.7.
25.7 The amount payable by the Purchaser pursuant to Clause 25.6 shall be calculated as follows:
(A) in respect of volume or turnover related customer rebate arrangements, by calculating the volume of the Purchaser's Group.sales or purchases or, as the case may be, turnover made in the period to which the rebate arrangement relates after the Completion Time and then multiplying the ratio of the volume of the sales or purchases or, as the case may be, turnover after Completion Time to the total volume of sales or purchases or, as the case may be, turnover in the relevant period by the total amount due; and
(CB) The Purchaser acknowledges in respect of all other customer rebate arrangements, on time basis by calculating the number of days in the period to which the rebate arrangement relates after the Completion Time and agrees on behalf of itself and each other member then by multiplying the ratio of the Purchaser's Group that nothing number of days in this Agreement shall operate as an agreement the period after the Completion Time to transfer (nor shall transfer) any right, title or interest in, and (subject to SUB-CLAUSES (D) AND (E) and the provisions total number of days in the Transitional Services Agreement), from Completion, relevant period by the Purchaser shall procure that no member of the Purchaser's Group (and, so far as achievable using reasonable endeavours, any member of the Purchaser's Group which ceases to be such a member before the third anniversary of the date of this Agreement) shall use, the words "Unilever", "Lever" or "Conopco" or any of them or any letter combination or words similar thereto or any colourable imitation thereof or any name or xxxx which includes or consists thereof (the "UNILEVER MARKS"); provided that nothing in this clause shall prevent any member of the Purchaser's Group from using "Unipath" or any trade xxxx forming part of the Business IPR or any trade xxxx owned by any of the Companiestotal amount due.
Appears in 1 contract
Samples: Business and Share Sale and Purchase Agreement (Colgate Palmolive Co)
Purchaser’s Undertakings. (Aa) The Purchaser agrees and undertakes on behalf of itself and each other member of the Purchaser's ’s Group that (in the absence of fraud) it has no rights in relation to the matters contemplated by this SUB-CLAUSE (A) against, against and shall not make any claim against, against any employee, director director, agent, officer or agent adviser of any member of the Vendor's ’s Group on whom the Vendor it may have relied before agreeing to any term of this Agreement or any other agreement or document referred to herein or entering into this Agreement or any other agreement or document referred to herein including, without prejudice to the generality of the foregoing, any such persons as are named in the definition of "so far as the Vendor is aware". The agreement and undertaking set out in this SUB-CLAUSE 21(A) is without prejudice to any rights of any member of the Purchaser's Group described in SUB-CLAUSE 30(E)herein.
(Bb) Subject to SUB-CLAUSE 32(B) (Announcements) and SUB-CLAUSE 33(B) (Confidentiality) and without prejudice to SUB-CLAUSE 17(E) (Intellectual Property), the The Purchaser undertakes on behalf of itself and each other member of the Purchaser's ’s Group (andand without prejudice to the confidentiality agreement referred to in Clause 33(d)) that, so far as achievable using reasonable endeavourssubject to and on the terms of Clause 16(f) and Clause 33(b), any each member of the Purchaser's ’s Group which ceases to be such a member before the third anniversary of the date of this Agreement) to will treat as strictly confidential and not disclose to any person (other than other members of the Purchaser's ’s Group on a confidential basis) any Vendor Confidential Information. The Purchaser acknowledges (for itself and on behalf of each other member of the Purchaser's Group) that any future use of Vendor Confidential Information is without representation, warranty or liability on the part of any member of the Vendor's Group’s Group (without prejudice to the Warranties. No updates of the Vendor Confidential Information will be provided by any member of the Vendor's ’s Group to any member of the Purchaser's ’s Group.
(Cc) The Vendor undertakes on behalf of itself and each member of the Vendor’s Group (and without prejudice to the confidentiality agreement referred to in Clause 33(d)) that, subject to and on the terms of Clause 33(b), each member of the Vendor’s Group will treat as strictly confidential and not disclose to any person (other than other members of the Vendor’s Group on a confidential basis) any Purchaser Confidential Information.
(d) The Purchaser shall procure that the Vendor and its accountants and agents shall as soon as reasonably practicable and in any event within 5 Business Days of request be given reasonable access to any employees, officers, advisers or premises of the Company and such part of its books and records as relate to the period prior to Completion, to the extent available in accordance with the Purchaser’s document retention policy, which may reasonably required in connection with any report, return, statement, audit, filing or other requirement under applicable law or regulation or otherwise required in respect of the business of the Vendor’s Group.
(e) The Vendor shall procure that the Purchaser and each member of the Purchaser’s Group and its and their accountants and agents shall as soon as reasonably practicable and in any event within 5 Business Days of request be given reasonable access to any employees, officers, advisers or premises of any member of the Vendor’s Group and, to the extent available in accordance with the Vendor’s document retention policy, such parts of its books and records as relate to the period prior to Completion which any of them may reasonably require in connection with any report, return, statement, audit, filing or other requirement under applicable law or regulation or otherwise required in respect of the business of the Company.
(f) The Purchaser acknowledges and agrees on behalf of itself and each other member of the Purchaser's ’s Group that nothing in this Agreement Agreement, except as expressly granted pursuant to this Agreement, shall operate as an agreement to transfer (nor shall transfer) any right, title or interest inin (and, and (subject to SUB-CLAUSES (D) AND (E) and the express provisions of the Transitional Services this Agreement), from Completion, the Purchaser shall procure that no member of the Purchaser's ’s Group (andshall use or apply to register) the word “Huntsman”, so far as achievable using reasonable endeavours, any member of the Purchaser's Group which ceases to be such a member before the third anniversary of the date of this Agreement) shall use, the words "Unilever", "Lever" or "Conopco" or any of them or any letter combination or words similar thereto or any colourable imitation thereof or any name or xxxx which includes or consists thereof of the words “Huntsman” or, in either case, any confusingly similar name or xxxx, (the "UNILEVER MARKS"“Huntsman Marks”); provided .
(g) The Purchaser shall procure that nothing the Company shall destroy or delete the Huntsman Marks from sales literature, stationery, buildings signage or vehicles as soon as reasonably practicable, and in this clause any event by the day falling (i) 90 days after the Completion Date in respect of items supplied to customers of the Company and (ii) 6 months in respect of all other items. The Purchaser shall prevent procure that the Company shall, within 15 days of the Completion Date, pass the required resolution to change its corporate name to a name which does not include any of the Huntsman Marks. Upon receipt of the relevant documentation confirming such change of name, the Purchaser shall provide the Vendor with a certified copy.
(h) The Purchaser undertakes with the Vendor (for itself and as trustee for each other member of the Purchaser's Group Vendor’s Group) to comply with all notifications and other requirements arising as a result of this Agreement and the transactions contemplated hereunder under any relevant competition, anti-restrictive trade practices or anti-trust laws in circumstances where the Purchaser should reasonably have known, or has been informed by the Vendor, that the Vendor is jointly responsible for such requirement or that the Vendor might incur a liability arising from using "Unipath" or any trade xxxx forming part a failure to comply with such requirements (but not where such requirements are the sole responsibility of the Business IPR or any trade xxxx owned by any Vendor under such laws).
(i) The Vendor shall give reasonable assistance to the Purchaser in seeking the consent of the CompaniesDepartment of Trade and Industry to the change of control of the Company as it relates to the LDPE Grant. For the avoidance of doubt, the obtaining of such consent shall not be a condition to Completion and the failure to obtain such consent shall not constitute a material adverse change for the purposes of sub-clauses 2(a)(vi), (viii) or (ix) or a breach of the Warranties.
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