Seller Undertakings. (a) Each Grantor shall keep Agent informed of all circumstances bearing upon any potential claim under or with respect to the Assigned Agreements and the Seller Undertakings and such Grantor shall not, without the prior written consent of Agent, (i) waive any of its rights or remedies under any Assigned Agreement with respect to any of the Seller Undertakings in excess of $25,000, (ii) settle, compromise or offset any amount payable by the sellers to such Grantor under any Assigned Agreement in excess of $25,000 or (iii) amend or otherwise modify any Assigned Agreement in any manner which is adverse to the interests of Agent or any Lender.
(b) Each Grantor shall perform and observe all the terms and conditions of each Assigned Agreement to be performed by it, maintain each Assigned Agreement in full force and effect, enforce each Assigned Agreement in accordance with its terms and take all such action to such end as may from time to time be reasonably requested by Agent.
(c) Anything herein to the contrary notwithstanding, (i) each applicable Grantor shall remain liable under each Assigned Agreement to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under any Assigned Agreement and (iii) neither Agent nor any other Lender shall have any obligation or liability under any Assigned Agreement by reason of this Agreement, nor shall Agent or any other Lender be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
Seller Undertakings. 10.1 The Sellers severally undertake and warrant that:
(a) each Seller is not in the United States or a U.S. Person and is not acquiring the Consideration Shares for the account or benefit of a Person in the United States or a U.S. Person;
(b) each Seller is not acquiring the Consideration Shares as a result of any form of “directed selling efforts” within the meaning of Rule 902(c) of Regulation S under the U.S. Securities Act;
(c) each Seller is not receiving the Consideration Shares from the Buyer with a view to, or for the resale of such Consideration Shares in connection with, the distribution or disposition thereof in violation of the U.S. Securities Act or any applicable state securities laws;
(d) each Seller will not offer or sell, directly or indirectly, any of the Consideration Shares unless such securities are registered under the U.S. Securities Act and qualified under applicable state securities laws or unless exemptions therefrom are available;
(e) each Seller has sought its own counsel and acknowledges that it understands any resale restrictions under Regulation S and Rule 144 under the U.S. Securities Act applicable to the Consideration Shares; and
(f) no “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the U.S. Securities Act (a “Disqualification Event”) is applicable to any of the Sellers or, to each Seller’s knowledge, with respect to each Seller, any Person listed in the first paragraph of Rule 506(d)(1), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable.
10.2 The Sellers acknowledge that the Buyer is required to refuse to register any transfer of such shares not made pursuant Regulation S, pursuant to an effective registration under the U.S. Securities Act and qualification under applicable state securities laws or pursuant to other available exemptions from registration and qualification.
10.3 Up to and for a period of 12 months after Completion, each Seller shall use its reasonable endeavours to assist the Buyer with the Restructuring.
Seller Undertakings. 1. The Seller undertakes to procure that, between the date of this Agreement and Closing:
(A) the Company will not acquire any assets which are not the Category 1A Assets, Category 1B Assets, Category 2 Assets or assets arising under or pursuant to the Exploitation Arrangements;
(B) the Company will not carry on any business or other activities, other than the acquisition, management and exploitation of the Category 1A Assets, the Category 1B Assets and Category 2 Assets;
(C) the Company will not have any employees;
(D) any agreements which the Company enters into in connection with the management and exploitation of the Category 1A Assets, the Category 1B Assets and Category 2 Assets shall be terminated, with immediate effect, by the Company immediately before Closing; and
(E) the Company will not be a member of any VAT group, party to any group payment arrangement or otherwise party to any Tax allocation, contribution, indemnification or sharing arrangement, Tax consolidation or fiscal unity, except as may be required in connection with the provisions listed in Part 1 of this Schedule or as agreed by the parties.
Seller Undertakings. The Seller, in respect of the French Target Company and the French Subsidiary only (where applicable), hereby covenants to the Buyer in the terms of clauses 9.1, 9.3, 9.4, 9.5, 9.6, 15 and 16 of the Main SPA in each case mutatis mutandis.
Seller Undertakings. (i) Listing an Item constitutes entering into a binding legal contract with the buyer to sell the Item on the terms stated in this Agreement, the Site Rules and in the Listing, if the buyer’s bid is the winning bid. You agree to complete the sale of all listed Items on such terms.
(ii) You represent to us that (A) you have the legal right to sell the Items you list, and
Seller Undertakings. The Seller undertakes throughout the term of this Agreement the following:
6.2.1 The Seller shall take all necessary measures to maintain, prior to and during Delivery of Contract AEAs and Option AEAs, fulfilment of the Eligibility Criteria and to ensure the operationality of the Seller’s Registry Account.
6.2.2 The Seller must not take any action that could put its compliance obligations under the ESD in jeopardy and risk corrective actions under article 7 ESD.
6.2.3 The Seller shall use the AEA Proceeds and implement the Program as laid out in section 5 above.
Seller Undertakings. If it is determined that Seller or any of their Affiliates holds any right, title or interest in or to any assets, properties, interests in properties or rights used by the Company, whether by reason of any defects in the organization of the Company or the proper maintenance of company status or good standing of the Company or otherwise, then Seller shall, and shall cause their Affiliates to, take all such action as may be necessary or desirable to convey such assets, properties, interests in properties and rights to the Company.
Seller Undertakings. If it is determined that any Seller Affiliated Party holds any right, title or interest in or to any assets, properties, interests in properties or rights used by the Company as of the Closing Date, whether by reason of any defects in the organization of the Company or the proper maintenance of company status or good standing of the Company or otherwise, then Sellers shall, and shall cause the applicable Seller Affiliated Parties to, take all such acts as may be necessary or desirable to convey such right, title, or interest in or to any such assets, properties, interests in properties and rights to the Company.
Seller Undertakings. The Company has previously provided the Purchaser with a schedule setting forth: (i) the name of each Management Seller and each other person that is to receive Consideration Shares issued hereunder pursuant to the Nominee arrangements (collectively, “Purchaser Share Recipients”), which collectively represent all of the persons to receive Consideration Shares (either directly or through the Nominee), based on holdings of Options and Management Sub-Topco Shares as of the date hereof, (ii) the determination of the Company whether such person is an Unaccredited Investor or Accredited Investor (based on such person’s salary and other Company records), and (iii) whether each such person has sufficient knowledge and experience in financial and business matters such that he or she is capable of evaluating the merits and risks of receiving the Consideration Shares. The Sellers hereby acknowledge and agree that: (i) the total number of Unaccredited Investors receiving Consideration Shares (either directly or through the Nominee) shall at no time exceed 35 persons, and (ii) the total number of Purchaser Share Recipients (inclusive of persons to whom Options are issued or Management Sub-Topco Shares or Sale Shares are transferred in accordance with this Agreement) and who are not “Qualified Investors” (as defined in Article 2(e) of the UK Prospectus Regulation) shall not exceed 150 in the United Kingdom or any Member State of the European Union, respectively.
Seller Undertakings. If, after the Closing, any Seller or any Affiliate of such Seller identifies any tangible or intangible asset, property or right in its possession that is property of the JV Companies, then such Seller shall convey and deliver, or cause such Affiliate to convey and deliver, such asset, property or right to the appropriate JV Company (or to such JV Company as Buyer may designate), accompanied by appropriate instruments of transfer, but without any further consideration being required from Buyer or any of the JV Companies in connection with such conveyance and delivery.
