Undertakings of Seller. 1.1 The Seller undertakes to procure and ensure that, between the date of this Agreement and Closing, the Seller: 1.1.1 shall not dispose of any of the IT System to any other third party; 1.1.2 shall not create any Encumbrance over any of the IT System; 1.1.3 shall consult with the Purchaser in relation to all material matters concerning the IT System; and 1.1.4 shall consult with such representatives and advisers of the Purchaser with respect to any action which may materially affect the IT System. 1.2 The Seller further undertakes to procure and ensure that IT System shall comply with all terms, conditions and requirements of the licences, Law and/or any other obligations. 1.3 The Seller covenants and undertakes with the Purchaser to keep Purchaser fully indemnified against all liabilities, actions, proceedings, costs which may be imposed on the IT System.
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Samples: Sale and Purchase Agreement (Nova Lifestyle, Inc.), Sale and Purchase Agreement (Nova Lifestyle, Inc.), Sale and Purchase Agreement (Nova Lifestyle, Inc.)
