SELLER’S COVENANTS AND UNDERTAKINGS Clause Samples
SELLER’S COVENANTS AND UNDERTAKINGS. 17.1 Under Section 7 para. 2 of the Drop Down Agreement, in the case of doubt regarding the scope and allocation of assets transferred to NewCo under the Drop Down Agreement, Seller vis-à-vis NewCo is entitled to determine the scope and allocation in accordance with Section 315 German Civil Code (Bürgerliches Gesetzbuch). Deviating from this provision in the relationship between Seller and Purchaser, Seller herewith undertakes to Purchaser to only make use of its determination right after having consulted with Purchaser and based on a mutually agreed decision between Seller and Purchaser.
17.2 Seller undertakes to perfect the transfer of the 9,999,999 shares in ECM Nigeria from the Seller to NewCo under Nigerian law and to provide all reasonable assistance for the registration of NewCo as new shareholder of ECM Nigeria under Nigerian law by 31 December 2010. Until the transfer under Nigerian law has occurred, Seller shall treat NewCo economically in all respects, including, without limitation, with respect to the entitlement to profits and the exercise of voting rights, as if the transfer had already occurred on or before the Closing Date.
SELLER’S COVENANTS AND UNDERTAKINGS. 18.1 Covenants until the Closing Date
a. From the Signing Date to the Closing Date, Seller shall, and shall cause the Sold Entities, the Sold JV Entities and the Selling Affiliates, unless permitted below, to conduct the Business in the ordinary course and in accordance with past practice, e.g. to maintain the Business intact, to retain their employees, and to preserve the good relations of their suppliers and customers.
b. From the Signing Date to the Closing Date, except as in the ordinary course of business and in accordance with past practice or otherwise contemplated hereunder or with the prior consent of Purchaser and, in each case, to the extent legally permissible, Seller shall not, and shall cause the Share Selling Affiliates, the Relevant JV Share Sellers, the Asset Selling Affiliates, the Sold Entities and, to the extent within the control of Seller or any of its Affiliates, the Sold JV Entities not to:
SELLER’S COVENANTS AND UNDERTAKINGS. 13.1 Each of the Sellers hereby declares that, for so long as the Seller remains the registered holder of any of the Sale Shares after Completion, that Seller will:
13.1.1 hold such Sale Shares and any dividends or other distributions of profits or surplus or other assets in respect thereof, and all rights arising out of or in connection with such Sale Shares, on trust for the Buyer; and
13.1.2 at all times thereafter deal with and dispose of the Sale Shares and all such dividends, distributions and rights as the Buyer may direct.
13.2 Each of the Sellers by the Seller's execution of this Agreement appoints the Buyer to be that Seller's attorney from and after Completion, granting to the Buyer full power on that Seller's behalf to exercise all voting and other related rights attaching to the Sale Shares sold by that Seller, including power:
13.2.1 to execute a form of proxy in favour of such person or persons as the Buyer may think fit to attend and vote as that Seller’s proxy at any general meeting of the members, or separate class meeting of any class of members, of the Company in respect of such Sale Shares;
13.2.2 to consent to the convening and holding of any such meeting and the passing of the resolutions to be submitted at any such meeting on short notice;
13.2.3 to signify agreement to any written resolution of the members of the Company or separate class of members of the Company in respect of such Sale Shares; and
13.2.4 to settle the terms of such resolutions as are required, and generally to procure that the Buyer or its nominees are duly registered as the holders of all the Sale Shares. in each case in such manner as the Buyer may decide.
13.3 Each of the Sellers confirms that that Seller has no claim or right of action of any kind for compensation or otherwise against any Group Company or any of their respective officers or employees.
13.4 Each Seller shall and shall procure that each of the Seller's Related Persons shall repay all monies (if any) then owing by them to any Group Company to the extent not paid on Completion (whether due for payment or not). Where any person is a Related Person in relation to more than one Seller, the obligations of those Sellers in respect of such Related Person under this Clause shall be joint and several.
13.5 Each Seller shall procure that, before or on Completion, other than any security granted in relation to the DGI Shareholder Loans, all Guarantees or other obligations given by any of the Group Companie...