The Company undertakes to. A. Fulfill its obligations under this Agreement in good faith;
B. Save information about all Introduced Client transactions, for such period as may be reasonably required for the purposes of this Agreement;
C. Pay Partner Commission for Introduced Clients, except in the following circumstances:
a. When the Client and the Partner are the same person/entity;
b. When the Partner acts in breach of the terms of this Agreement or if applicable the Client Agreement concluded between the Company and the Partner as a Client; c. When one of the reasons mentioned in term 5.8 below prevails.
The Company undertakes to a) remunerate the SB Member to the extent and under the conditions specified in Article 2 and in Annex 1 hereto,
b) provide the SB Member with material conditions within the scope specified in Article 3 hereof,
c) provide the SB Member with information, documents, and papers concerning the Company’s activities pursuant to Section 447(1) of the Business Corporations Act and in compliance with the adopted system for providing documents and information to the Supervisory Board of ČEZ, a. s., d) disclose classified information pursuant to Act No. 412/2005 Sb., as amended, and its implementing regulations to the SB Member if his/her service on the Company’s SB so requires and provided that the SB Member is a person designated to handle classified information, e) disclose facts constituting the subject of a trade secret to the SB Member if his/her service so requires,
f) keep the SB Member informed of safety regulations if his/her service so requires.
The Company undertakes to. (a) prior to the Meetings, keep the Acquirer informed of the number of proxy votes received in respect of the resolutions to be proposed at the Meetings and promptly to provide the Acquirer with details of any material changes to the Company’s shareholder and other statutory registers which occur prior to the Effective Date; and
(b) co-operate with and provide such details to the Acquirer and its Advisers in relation to the Company Incentive Plans and Awards thereunder as the Acquirer or its Advisers may reasonably request and to communicate with participants of the Company Incentive Plans as necessary or desirable to implement the Acquisition in the manner contemplated by this Agreement.
The Company undertakes to. 6.3.1 promptly provide Bidco with such information that Bidco may reasonably require in connection with implementing the Acquisition about the Company’s shareholder and other statutory registers, including, but not limited to, information about the holders of ADSs;
6.3.2 prior to the General Meeting and Court Meeting, keep Bidco informed of the number of proxy votes received in respect of the resolutions to be proposed at the General Meeting and the Court Meeting and promptly to provide Bidco with details of any material changes to the Company’s shareholder and other statutory registers, including, without limitation, any material changes to the holders of ADSs, which occur prior to the Effective Date;
6.3.3 co-operate with and provide such details to Bidco and its Advisers in relation to the Company Share Plans and Awards thereunder as Bidco or its Advisers may reasonably request and to communicate with participants of the Company Share Plans as necessary or desirable to implement the Acquisition in the manner contemplated by this Agreement (including the provisions of Schedule IV);
6.3.4 co-ordinate with Bidco for the purpose of obtaining any Tax clearances that Bidco may reasonably require to be obtained in connection with the Scheme and the Acquisition, to provide drafts of any such application for clearance and take into account Bidco’s reasonable comments and not to despatch any application for such clearance without the prior written consent of Bidco;
6.3.5 provide, and procure that each member of the Company Group provides, promptly to Bidco and its Advisers such information, documentation and access to the management, employees, facilities and assets of the Company Group and its Advisers and independent auditors as is reasonably requested by Bidco for the purposes of implementing the Acquisition (including, without limitation, information provided to any member of the Company Group by the Receiving Agent), post-Acquisition planning, verifying the Company’s business plan and preparing or making any filing, notification or submission with a Tax Authority or Governmental Authority in connection with the Acquisition; and
6.3.6 take any action not otherwise contemplated under this Agreement and which is reasonably requested by Bidco to implement the Acquisition.
The Company undertakes to a) pay the consideration to the Supervisory Board member in the amount and under the conditions laid down in Article 2 and Appendix 1 hereof,
b) provide the member of the Supervisory Board with the benefits in the amount provided by in the Article 3 hereof;
c) provide the member of the Supervisory Board with the data or other materials for the performance of the duties through expert divisions at his/her request,
d) advise the member of the Supervisory Board of classified information under Act. No. 412/2005 Coll., as amended, and under its implementing regulations, if the performance of the duties requires so and provided the member of the Supervisory Board is a person designated for handling classified information,
e) advise the Supervisory Board member of the facts constituting a trade secret, if the performance of the duties requires so
f) advise the Supervisory Board member of the security regulations on the ongoing basis, if the performance of his duties requires so.
The Company undertakes to a) provide the SB Member with remuneration and other consideration within the scope and under the terms and conditions set forth in Article 2 hereof and in Annex 1 hereto, except where the law does not permit providing such consideration,
b) provide the SB Member with reimbursement, material conditions, and other consideration within the scope and under the terms and conditions set forth in Article 3 hereof and in Annex 1 hereto, except where the law does not permit providing such consideration,
c) provide the SB Member with information, documents, and papers concerning the Company’s activities pursuant to Section 447(1) of the Business Corporations Act and in compliance with the adopted system for providing documents and information to the Supervisory Board of ČEZ, a. s., d) disclose classified information pursuant to Act No. 412/2005 Sb., as amended, and its implementing regulations to the SB Member if his/her service on the SB so requires and provided that the SB Member is a person designated to handle classified information, e) disclose facts constituting the subject of a trade secret to the SB Member if his/her service so requires,
f) keep the SB Member informed of safety regulations if his/her service so requires.
The Company undertakes to. I. indemnify, defend and hold harmless each of the Brazilian Underwriters and the respective officers, directors, employees and members and any person who controls such Brazilian Underwriter within the meaning of Article 116 of the Brazilian Corporate Law, and the successors and permitted assignees of any of the foregoing, against any losses, expenses claims, damages or liabilities (including reasonable legal costs) that, jointly or severally, any of such Brazilian Underwriters or any of the foregoing may incur within the scope of the Global Offering or under Brazilian or other laws, insofar as such losses, damages, expenses, liabilities or claims (or actions in respect thereof) arise out of or are based upon (i) any untrue statement and/or alleged untrue statement of any material fact contained in the Prospectuses (or any amendment thereto or supplementation thereof) or the Marketing Materials (“Untrue Statement”); or (ii) the omission or alleged omission to state a material fact required to be stated or necessary to make the statements in the Prospectuses (or any amendment thereto or supplementation thereof) or the Marketing Materials, not misleading (“Material Omission”), including any losses, damages, claims or liabilities arising out of or based upon the Company’s failure to perform its obligations as set forth in Section 15.1 above, item XIV; and
II. reimburse the Brazilian Underwriters and any of the foregoing for any legal or other expenses reasonably incurred by such Brazilian Underwriters or any of the foregoing in connection with investigating or defending such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability or claim arises out of or is based upon an Untrue Statement or Material Omission in reliance upon any information relating to such Brazilian Underwriter furnished in writing to the Company by any of the Brazilian Underwriters specifically for use in the Prospectuses or Marketing Material, it being understood and agreed that the only such information furnished by any Brazilian Underwriter consists of the information described as such in Section 19.3 below.
The Company undertakes to. 6.2.1 deliver to the Offeror a copy of its audited consolidated statements of income and cash flows for the 2004 and 2005 fiscal years and audited consolidated balance sheets as of December 31, 2004 and December 31, 2005, together with accompanying notes, in each case prepared in accordance with IFRS, and a signed unqualified audit opinion with respect thereto (the “2005 Financial Statements”) and use commercially reasonable efforts to present (i) the consolidated statement of changes in equity and (ii) the VNU N.V. company accounts (the “Company Accounts”; vennootschappelijke jaarrekening) , including the statement of changes in equity, within the 2005 Financial Statements in a manner that will result in the maximum determination of distributable reserves as of 31 December 2005. Such efforts may require changes in the format and presentation of the details of the shareholders’ equity accounts and retention of certain of the Dutch GAAP accounting principles used in prior years in the Company Accounts, but will permit the Company to prepare the consolidated financial statements in a manner consistent with IFRS principles and reporting requirements;
6.2.2 cause to be provided full access to the Offeror’s advisor, Deloitte & Touche LLP (“D&T”), for at least 7 (seven) calendar days, as set forth in Clause 6.3, to a complete set of the audit workpapers related to such 2005 Financial Statements as referred to in Schedule 6.2.2 (the “2005 Workpapers”) and full access to the Ernst & Young LLP accounting team, and shall otherwise fully collaborate with review by D&T of the 2005 Workpapers, including making promptly available Company management and documentation reasonably requested by D&T; and
6.2.3 promptly provide the Offeror with the interim financial information specified in Schedule 6.2.
The Company undertakes to. 2.1.1. Provide the Client with a subscriber number(s) belonging to the Company for the period of validity of the Agreement, as well as provide the Client with a SIM card (ICC ID SIM CARD). The cost of the SIM card is included in the connection fee. Subscriber number and SIM-card number are specified in the Appendix "A" to the Agreement.
2.1.2. Start providing the Services to the Client within 1 (one) business day after the Client has made the prepayment in accordance with Section 4 of the Agreement.
2.1.3. In the presence of funds on the Client's personal account, provide the Client with Services in accordance with the list selected by the Client and the Company's current tariff plans and rates for the current date. The initial list of Services chosen by the Client is specified in Appendix "A" to the Agreement and may be changed later:
2.1.3.1. for legal entities - upon written application or by other means provided by the Company;
2.1.3.2. for individuals - by direct application to the sales offices, on the basis of the signed "Application for amendment of Appendix "A" to the Agreement" in the prescribed form, or by other means provided by the Company.
2.1.4. Generate invoices for the provided Services within the reporting period, provide invoices to the Client through Xxxxx.xx website. Provide details and invoices for payment via the method chosen by the Client.
2.1.5. Notify the Client of changes in the terms of the Agreement, tariffs for Services, the list of provided Services, the order and conditions of provision of Services, service conditions, payment procedure and form, currency of payment, through the media or in another way chosen by the Company not less than 5 (five) days before the introduction of these changes by the Company, and if these changes worsen the situation of the Client, not less than 10 (ten) days in advance. If the Client is not informed of such changes for reasons beyond the Company's control, the Company shall not be liable and shall not accept any complaints or claims in this regard.
2.1.6. If the Company receives a message from the Client, as specified in clause 2.2.4. of the Agreement, the provision of Services shall be temporarily suspended. Services provided prior to receipt of such message shall be paid for by the Client.
The Company undertakes to. 2.2.1. Begin providing Services to Clients within 2 (two) working days from receipt of full payment for such Services to the Company's account.
2.2.2. Provide information to clients about % of Partner reward only by agreement.
2.2.3. Calculate and pay commission to a Partner in the order, in time and under the conditions defined by this Contract and its Annexes.
2.2.4. Upon request, provide Promo Code to Partner, allowing the Customer to obtain a discount on the cost of the Company’s Services in the amount not more than 10%. Resizing discounts provided to Customers in any way, including Promo Code does not apply to Services already paid by the Client.
2.2.5. Provide to Partner information about Services and Software products.
2.2.6. Provide to Partner Promotional materials available at xxx.xxxxxx.xx with login and password use of Partner, and tools to identify the Customer, attracted by Partner, such as referral links and Promo code.
2.2.7. Partner considering applications concerning Customers who were involved without using the proposed tool. Client is reputed as attracted by Partner, if the Partner is able to prove that the Client is registered on the Company's website and pay for services on the recommendation of the Partner.
2.2.8. Partner can get free using of Company’s Services, for their own purposes, in amount of 5-licences per month, in case that the Partner attracts at least 2 new customers per month.
2.2.9. Under Company's discretion to compensate partially involvement of Partners in conferences and seminars. Written approval of the Company's participation in the activities is mandatory. Terms of payment is defined in Annex 3 to this Contract.
2.2.10. Provide to Partner remote access to information about Customers attracted by them, their numbers, as well as statistics related to their activity.
