Undertakings of the Sellers. 4.1.1 Except so far as may be necessary to give effect to this Agreement, the Sellers undertake to procure and ensure that, between the date of this Agreement and Closing, except with the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed), the Sellers shall comply with the pre-closing covenants as set out in Schedule 2 (“Pre-Closing Covenants”).
Undertakings of the Sellers. 9.1.1 The Sellers represent and undertake to the Buyer that the statements listed in Appendix VIII (Undertakings of the Sellers) are true and accurate at the time of signing.
Undertakings of the Sellers. During the period from and including the date hereof until and including the Closing Date, each of the Sellers undertakes not to exercise any of its rights under the Organizational Documents of the Target and/or under the Existing Shareholders’ Agreements to which it is a party that may prevent the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, pursuant to this Section 2.1, no Seller shall have the right to exercise its put option or call option under the Existing Shareholders’ Agreements.
Undertakings of the Sellers. Each of the Sellers hereby irrevocably undertakes and agrees to and with AF that:
Undertakings of the Sellers. (a) Except as otherwise provided for in this Section 4.01 or in other Paragraphs, Sections or Articles to, this Agreement, or otherwise approved in writing by the Purchaser after the date hereof (which approval cannot be unreasonably withheld or delayed), during the period from the date of this Agreement to the Closing Date (the “Interim Period”) the Sellers shall take all reasonable actions within its powers to the extent permitted under applicable Law (including by voting of its Target shares) to cause the Companies (i) to conduct the Business in the ordinary course substantially consistent with past practice, and (ii) not to enter into any agreement, or incur any obligation, liability or indebtedness which could reasonably be expected to have a Material Adverse Effect.
Undertakings of the Sellers. The Sellers hereby make the following representations and warranties to the Purchaser, provided that the Sellers shall not be liable under the representations and warranties set forth in this Article VI (other than the representations and warranties set forth in Section 6.01.04 and Sections 6.01.05(b) to (e) inclusive) in respect of any events or circumstances fairly disclosed (A) in this Agreement or in any Schedules attached to this Agreement (including the correspondence and other documents sent or delivered to the Purchaser listed in Schedule 6.01); (B) in writing before the execution of this Agreement to the Purchaser, its representatives, directors, auditors, employees, advisors or officers by the Sellers or their representatives, directors, auditors, employees, advisors or officers, or (C) in the Data Room Documents.
Undertakings of the Sellers
