Vendor’s Undertakings Sample Clauses
The 'Vendor’s Undertakings' clause sets out the specific promises and assurances that the vendor makes to the purchaser in a contract. These undertakings typically include commitments regarding the quality, ownership, and condition of the goods or services being sold, such as confirming that the vendor has the right to sell the goods and that they are free from encumbrances. By clearly outlining these obligations, the clause helps ensure that the purchaser receives what they expect and provides a basis for recourse if the vendor fails to meet their commitments.
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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. 8.1 The Vendor undertakes to the Purchaser and its lawful successors in title, for itself and as agent and trustee for the Group Companies, that it will not and will procure that any subsidiary undertaking, fellow subsidiary undertaking or holding company or director of the Vendor will not do any of the following things:
(a) for a period of 3 years starting on the date of this Agreement through or as adviser to, or agent of, or manager for, or any person directly or indirectly carry on or be engaged, concerned or interested in or assist a business which competes, directly or indirectly, with a business of any Group Company as carried on at the date of this Agreement including but not limited to child car safety seats and accessories, child transportation seats and accessories, (including prams or pushchairs which can be used as a child car safety seat or part of a child transportation system), seat belts, car seat belts and accessories (whether carried on under the name "Klippan" or any name likely to be confused therewith or otherwise) or at any time in the twelve months prior to that date in a territory in which that business is or was carried on at any such date or time (and which for the avoidance of doubt includes North America);
(b) for a period of 3 years starting on the date of this Agreement, knowingly do or say anything which is harmful to any Group Company's goodwill (as subsisting at the date of this Agreement) or which is likely to lead a person who has dealt with any Group Company at any time during the twelve months prior to the date of this Agreement to cease to deal with any Group Company on substantially equivalent terms to those previously offered or at all;
(c) for a period of 3 years starting on the date of this Agreement on its own account or in conjunction with or on behalf of any other person in respect of the products or services supplied by a business of any Group Company, either seek to obtain orders from, or do business with, or encourage directly or indirectly another person to obtain orders from, or do business with, a person who has been a customer of that business at any time during the twelve months prior to the date of this Agreement for the products or services supplied by that business in the territory of operation of that business;
(d) for a period of 3 years starting on the date of this Agreement, engage, employ, solicit or contact with a view to engagement or employment by another person, a director, officer, employee...
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. ▇▇▇▇▇ ▇r 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 each of the Voyageur Group Companies shall have no net liabilities other than the liabilities Disclosed in the Disclosure Schedule; and
(b) following the Closing Date and upon receiving any notices, correspondence, information or enquiries in relation to any of the Voyageur Group 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 Voyageur Group Company and account forthwith for any monies received after the Closing Date on account of such Voyageur Group Company.
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. 16 Section 4.02.Governmental Requirements and Permits........................16
Vendor’s Undertakings. The Vendor undertakes to the Purchasers that:
(a) the Sale Shares are free and clear of any encumbrances, liens, pledges, security interests, voting or other trusts or any other restriction;
(b) prior to the IPO, it will procure that the Company will not reduce its shareholding in each of the PRC Subsidiaries to below 90%;
(c) it will procure that Jitter Bug, ▇▇. ▇▇▇▇ Shuang and ▇▇. ▇▇▇▇ Min will not sell or transfer their initial holdings of the Shares during the 6 months period following the date that the Purchasers are free to sell or transfer their Shares;
(d) it will procure that any new projects will not be taken up or injected into any member of the Group on terms more favourable than those offered to the Company, provided that the Company decides to reject such projects;
(e) it will procure that each of the executive directors of the Company and Mr. Ren Xiaoguang and ▇▇. ▇▇ ▇▇▇▇▇ will enter into a service agreement with the Company for a term of at least 4 years as soon as practicable after 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. (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 ▇▇▇ ▇▇▇▇. 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. 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 Eltrax Guarantors as a separate covenant shall not and shall procure that each company in the Vendor's Group shall not:-
13.1 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)
13.2 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)
13.3 for three (3) years following the Completion, either on its own account or through or in conjunction with any other person anywhere within Hong Kong or anywhere else in the world unless otherwise authorised by the Purchaser in writing directly or indirectly
13.3.1 solicit, interfere with, approach or endeavour to entice away from the Purchaser any person who is now or has during the last two (2) years preceding the Completion been a client or customer or employee or contractor of the Vendor in relation to the Business
13.3.2 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 in competition with the Business