Vendor’s Undertakings. 10.1 Each of the Vendors jointly and severally undertakes that the Vendors will not directly or indirectly either alone or jointly with or as manager or agent of any person and whether or not for gain, carry on, engage or in any way be interested in any business that is similar to and/or in competition with the business of the Company and/or any of its subsidiaries for a period of three (3) years commencing from the date on which the Restricted Trading Period ends.
10.2 The Vendors covenant and undertake that prior to Completion and without the prior written consent of the Purchaser, the Vendors shall procure that the Company and each member of the Group shall not:
a. incur any expenditure on capital account or enter into any option in respect of any part of its assets;
b. dispose of or agree to dispose of or grant any option in respect of any part of its assets;
c. borrow any money or make any payments out of or drawings on its bank account(s) other than routine payments;
d. enter into any unusual or abnormal contract or commitment;
e. make any loan;
f. enter into any leasing, hire, purchase or other agreement or arrangements for payment on deferred terms;
g. declare, make or pay any dividend or other distribution or do or suffer anything which may render its financial position less favourable than as at the date of this Agreement;
h. xxxxx xr issue or agree to grant or issue any mortgages, charges, debentures or other securities or give or agree to give any guarantees or indemnities;
i. make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate (other than for good cause) the employment of any person;
j. create, issue or grant any option in respect of any class of share or loan capital or agree so to do;
k. in any other way depart from the ordinary course of its respective day-to-day business either as regards the nature scope or manner of conducting the same;
l. voluntarily contravene or fail to comply with any material obligation, statutory or otherwise; and
m. do anything whereby its financial position will be rendered less favourable than at the date hereof.
10.3 Each of the Vendors agrees to fully indemnify and keep each member of the Group and/or the Purchaser and its assignee fully indemnified on demand from and against all losses, liabilities, damages, costs and expenses (including legal expenses) which any member of the Group and/or the Purchaser and its assignee may ...
Vendor’s Undertakings. In addition to the transfer of the Interests to the Purchaser, the Vendor further undertakes as follows:
(a) that on Closing, it shall procure that none of the Companies shall have any net liabilities other than the liabilities Disclosed in the Disclosure Schedule;
(b) following the Closing Date and upon receiving any notices, correspondence, information or enquiries in relation to any of the Companies, the Interests, the Vessels or the Transaction Documents, it shall forthwith pass copies thereof to the Purchaser and shall hold on trust for the Companies and account forthwith for any monies received after the Closing Date on account of any of the Companies.
Vendor’s Undertakings. In addition to the transfer of the Interests to the Purchaser, the Vendor further undertakes as follows:
(a) that on Closing, it shall procure that the Company shall have no net liabilities other than the liabilities Disclosed in the Disclosure Schedule;
(b) following the Closing Date and upon receiving any notices, correspondence, information or enquiries in relation to the Company, the Interests, the Vessel or the Transaction Documents, it shall forthwith pass copies thereof to the Purchaser and shall hold in trust for the Company and account forthwith for any monies received after the Closing Date on account of the Company.
Vendor’s Undertakings. The Vendors agree with and undertake to the Company that pending Final Completion, they will procure that the Sale Group Companies comply with the following prior to Final Completion:
i. the business of each of the companies in the Sale Group Companies shall be conducted only in the ordinary course and there will be no change, other than changes in the ordinary course of business, in the assets or liabilities of such business;
ii. the Sale Group Companies shall use reasonable efforts to preserve the business organisation of such company and the goodwill of customers, suppliers and others having business relations with such company and shall not in any way depart from the ordinary course of its day to day business either as regards the nature, scope or manner of conducting the same;
iii. each of the Sale Group Companies shall use reasonable endeavours to collect its accounts receivable in accordance with the normal course of business of such company;
iv. each of the Sale Group Companies shall use reasonable endeavours to settle the trading debts of such company in accordance with the normal course of business of such company;
v. each of the Sale Group Companies shall duly and timely observe and comply with all laws, rules, regulations, ordinances, codes, orders, licences, agreements and permits relating to its assets and business;
vi. none of the Sale Group Companies shall sell, lease, abandon, assign, transfer, licence or otherwise dispose of any of its assets or any interest therein except in the ordinary course of business or any part of its business nor assign any of its contracts;
vii. none of the Sale Group Companies shall do or suffer anything to be done whereby its financial position shall be rendered less favourable than on the date of the CSPA otherwise than in the ordinary course of its present day to day business;
viii. none of the Sale Group Companies shall pass any resolution by its members in general meeting in relation to making any alteration to the provisions of its memorandum and/or articles of association or make any alteration to the provisions of its memorandum and/or articles of association; and
ix. none of the companies in the Sale Group Companies shall increase or agree to increase the remuneration of any of its directors or officers or employees in excess of 10% of the amounts which are currently being paid to them as at the date of the CSPA, or increase or agree to increase other emoluments or benefits whatsoever other than those ...
Vendor’s Undertakings. (A) The Vendor agrees to indemnify and keep indemnified each of the Purchaser, the Purchaser's Pension Scheme and the UK Company against any losses, liabilities, costs, damages or expenses to make any payments to the UPF beyond the rate of 16.7% pursuant to paragraph 3(A)(i), including and pursuant to section 75 of the Pensions Xxx 0000. This indemnity shall not extend to any liability of the Purchaser to make contributions to the UPF as a result of its breach of paragraph 7(A).
(B) The Vendor will indemnify the Purchaser against any liability to provide retirement benefits on the grounds that a UK Employee or former employee of the UK Company was denied access to the UPF or the Unilever Superannuation Fund in breach of Article 141 prior to the Completion Date to the extent such claim relates to the period prior to the Completion Date.
Vendor’s Undertakings. (i) The Vendor hereby undertakes to the Purchaser to submit to the applicable regulatory authorities as and when it is required to do so, such information which it may have regarding the Vendor as the applicable regulatory authorities may require.
(ii) The Vendor hereby further undertakes to the Purchaser that the Board of Directors of FSD shall remain unchanged prior to the Sale Completion and will not nominate any director to the board of director of the Purchaser after the Sale Completion.
Vendor’s Undertakings. In addition to the transfer of the Interests to the Purchaser, the Vendor further undertakes as follows:
(a) that on Closing, it shall procure that each of the Target Companies shall have no net liabilities other than the liabilities Disclosed in the Disclosure Schedule;
(b) following the Closing Date and upon receiving any notices, correspondence, information or enquiries in relation to any of the Target Companies, the Interests, the Vessel or the Transaction Documents, it shall forthwith pass copies thereof to the Purchaser and shall hold in trust for the relevant Target Company and account forthwith for any monies received after the Closing Date on account of such Target Company;
(c) it shall procure that the Company shall not have made any distributions to its interest holder at any time on or prior to Closing.
Vendor’s Undertakings. 16 Section 4.02.Governmental Requirements and Permits........................16
Vendor’s Undertakings. For the purpose of assuring to the Purchaser the full benefit of the Business the Vendor covenants with the Purchaser that the Vendor shall not and the Vendor shall procure that each company in the Vendor's Group shall not:-
11.1 use in any way, for their own account or the account of any other party, nor disclose to any third party, Confidential Information relating to the Business or any clients or customers of the Business or any Assets or information which are the subject of this Agreement save as may be required by law or which enters the public domain (through no fault of the Vendor)
11.2 publish any technical descriptions of Confidential Information beyond those published and authorised for disclosure by the Purchaser save as may be required by law or which enters the public domain (through no fault of the Vendor)
11.3 for three (3) years following the Transfer Date, either on its own account or through any other person anywhere within the United Kingdom or Europe, unless otherwise authorised by the Purchaser in writing
11.3.1 solicit interfere with or endeavour to entice away from the Purchaser any person who is now or has during the last two (2) years preceding the Transfer Date been a client or customer or employee of the Vendor in relation to the Business
11.3.2 participate in the ownership, management, operation, or control of, or have any financial interest in or be connected with, or engage in or aid or knowingly assist anyone else, in the conduct of any business activities involving the design, development, manufacture, or distribution of switching power supplies, uninterruptible power supplies, or frequency converters for the commercial or military markets
Vendor’s Undertakings. (a) Commencing on the Effective Date of this Agreement, Vendor agrees to furnish the Services for and on behalf of SBCW and to perform such Services in an expeditious manner consistent with the interests of SBCW. In the performance of the Services, Vendor shall furnish its best skill and judgment (i) in accordance with the standards established by the industry, (ii) consistent with good development and construction practices and efficient business practices, (iii) utilizing skill and judgment available throughout its organization in the performance of this Agreement to provide its professional knowledge, ideas, experience and abilities relating to the design, scheduling, development and construction of the Towers and Improvements, and (iv) in a competent, professional and efficient manner.
(b) Vendor shall keep SBCW fully informed of all Governmental Requirements that affect, in any material respect, the Services to be performed hereunder and shall promptly notify in writing SBCW of any part of the Project that does not comply with any Governmental Requirements to the extent Vendor is or becomes aware of such noncompliance.
(c) In addition to the Services, as described in this Agreement, Vendor shall have such other duties and responsibilities reasonably and customarily required for developments similar to the development of each BTS Site as may be required or necessary from time to time during the design, development, construction, equipping and Completion of each BTS Site, which other duties and responsibilities shall be deemed to be within the scope of this Agreement; provided, however, that SBCW shall not incur any costs or expenses for or in connection with any such services for BTS Sites.
