The Seller undertakes. (a) to provide to the Representative Member after Completion such documents, information and assistance as it may reasonably require to enable it to comply with its obligations in the making of VAT returns and accounting for VAT to HM Revenue & Customs in respect of supplies or acquisitions made by it or any past or present member of the Seller’s Group (excluding Target) for VAT purposes in each prescribed accounting period (as defined in section 25(1) VATA) where such supplies or acquisitions are, for the purposes of section 43 VATA (groups of companies), treated as made by the Representative Member (“Relevant PAPs”); and
The Seller undertakes. 17.3.1 not to exercise all or any of the voting and other rights, powers and privileges attached to the Shares without the consent of the Purchaser; and 17.3.2 to ratify everything the Purchaser shall lawfully and properly do or cause to be done by virtue of this power of attorney and to indemnify the Purchaser against (i) all reasonable demands, actions, proceedings or claims against it and (ii) all liabilities, costs and expenses reasonably incurred by it as a result of anything lawfully and properly done under the powers of attorney, granted pursuant to this Clause 17. 17.4 The powers of attorney granted pursuant to this Clause 17 are to secure the interest of the Purchaser in the Shares sold by the Seller pursuant to this Agreement and shall accordingly be irrevocable. 18.
The Seller undertakes. (a) to exercise any relevant discretion to ensure that options granted to Company employees participating in any Incentive Scheme shall be capable of being exercised following Completion and that in the case of any Incentive Scheme which is not an option scheme to ensure that the awards vest in respect of such Company employees and where relevant use its best endeavours to procure that any body with whom such discretion rests shall exercise any relevant discretion to ensure that this undertaking is complied with; and
The Seller undertakes. 1.1. to deliver goods to the Purchaser properly according to the Contract provided that no serious operational reasons impede the delivery;
The Seller undertakes. 8.1.1 to produce the Goods in accordance with mutally approved Technical Specification;
The Seller undertakes. (a) not to (and it shall procure that the Designated Seller shall not) exercise any rights attaching to the UK Sale Shares or the US Sale Shares or otherwise exercisable in the Seller’s or Designated Seller’s capacity as registered holder of the UK Sale Shares or the US Sale Shares without the Buyer's prior written consent;
The Seller undertakes. 6.1.1 From the moment of the conclusion of this Agreement, to fully ensure all obligations to the Client in accordance with the terms of this agreement and the current legislation. The Seller reserves the right to default on its obligations under the Agreement in the event of force majeure circumstances specified in clause 9 of this Agreement.
