Common use of Vendor’s Undertakings Clause in Contracts

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 incur or sustain from or in consequence of any liabilities of the Group, i.e. the diminution of the value (including without limitation, the net assets value or expected profits) of the Group, arising from any act or omission or otherwise incurred on or before the Completion Date.

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 incur or sustain from or in consequence of any liabilities of the Group, i.e. whether actual or contingent including without limitation, the diminution of the value (including without limitation, the net assets value or expected profits) of the Group, arising from any act or omission or otherwise incurred on or before the Completion Date.

Vendor’s Undertakings. 10.1 11.1 Each of the Vendors jointly covenants 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 Company 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. x. xxxxx xr or 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 and m. do anything whereby its financial position will be rendered less favourable than at the date hereof. 10.3 11.2 Each of the Vendors agrees to fully indemnify and keep each member members of the Group Company 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 members of the Group Company and/or the Purchaser and its assignee may incur or sustain from or in consequence of any liabilities of the GroupCompany, i.e. whether actual or contingent including without limitation, the diminution of the value (including without limitation, the net assets value or expected profits) of the GroupCompany, arising from any act or omission or otherwise incurred on or before the Completion Date.

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 9.1 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 Company 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. x. xxxxx xr or 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 9.2 Each of the Vendors agrees to fully indemnify and keep each member of the Group Company 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 Company and/or the Purchaser and its assignee may incur or sustain from or in consequence of any liabilities of the GroupCompany, i.e. whether actual or contingent including without limitation, the diminution of the value (including without limitation, the net assets value or expected profits) of the GroupCompany, arising from any act or omission or otherwise incurred on or before the Completion Date.

Vendor’s Undertakings. 10.1 Each Pending the Completion of the Vendors jointly sale 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 Purchaserpurchase herein provided, the Vendors shall take such steps as shall lie within their power to procure that the Company and will not, save in each member of case, if previously agreed to by the Group shall not:parties hereto:- 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(i) 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 issue any shares or loan capital or agree to grant any option over or right to acquire any share or loan capital; (ii) create, extend, grant or issue or agree to create, extend, grant or issue any mortgages, charges, debentures or other securities or give or agree to give any guarantees or indemnitiessecurities; i. (iii) enter into any long term or abnormal contract or capital commitment; (iv) declare, pay or make any change dividend or other distribution or do or suffer anything whereby its financial position shall be rendered less favourable than as at the date hereof; (v) pass any resolution by its members in general meeting contrary to the terms and conditions intentions of employment this Agreement or pension benefits of make any alteration to the provisions of its directors Memorandum or employees or employ or terminate (other than for good cause) the employment Articles of any personAssociation; j. create, issue or grant any option in respect of any class of share or loan capital or agree so to do; k. (vi) in any other way depart from the ordinary course of its respective day-to-day to day business either as regards the nature scope or manner of conducting the same; l. voluntarily contravene (vii) grant or fail issue or agree to comply with grant or issue any material obligationmortgage, statutory charge, debenture, pledge or otherwise; andother encumbrance or security or redeem or agree to redeem any security or give or agree to give any guarantee or indemnity except in the ordinary course of business; m. do anything whereby (viii) permit any lien to arise on any of its financial position will be rendered less favourable assets; (ix) pay or agree to pay to its Directors or officers or any of them any remuneration or other emoluments or benefits whatsoever other than those which have been disclosed and agreed to by the Purchaser; (x) dispose of any part of its assets except in the ordinary course of business; (xi) apply for, incur or accept any further borrowings, loans, loan facilities and other accommodations other than those already granted to and utilised by the Company as at the date hereof.; 10.3 Each (xii) knowingly permit any of its normal insurances of which it is the insured party to lapse or do anything to make any policy of insurance of which it is the insured party void or voidable; or (xiii) do, procure or allow anything which may cause, constitute or result in the breach of any of the Vendors agrees to fully indemnify representations 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 incur or sustain from or in consequence of any liabilities of the Group, i.e. the diminution of the value (including without limitation, the net assets value or expected profits) of the Group, arising from any act or omission or otherwise incurred on or before the Completion Datewarranties hereinafter set out.

Vendor’s Undertakings. 10.1 Each Pending the Completion of the Vendors jointly sale 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 Purchaserpurchase herein provided, the Vendors Vendor shall take such steps as shall lie within their power to procure that the Company and will not, save in each member of case, if previously agreed to by the Group shall not:parties hereto:- 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(i) 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 issue any shares or loan capital or agree to grant any option over or right to acquire any share or loan capital; (ii) create, extend, grant or issue or agree to create, extend, grant or issue any mortgages, charges, debentures or other securities or give or agree to give any guarantees or indemnitiessecurities; i. (iii) enter into any long term or abnormal contract or capital commitment; (iv) declare, pay or make any change dividend or other distribution or do or suffer anything whereby its financial position shall be rendered less favourable than as at the date hereof; (v) pass any resolution by its members in general meeting contrary to the terms and conditions intentions of employment this Agreement or pension benefits of make any alteration to the provisions of its directors Memorandum or employees or employ or terminate (other than for good cause) the employment Articles of any personAssociation; j. create, issue or grant any option in respect of any class of share or loan capital or agree so to do; k. (vi) in any other way depart from the ordinary course of its respective day-to-day to day business either as regards the nature scope or manner of conducting the same; l. voluntarily contravene (vii) grant or fail issue or agree to comply with grant or issue any material obligationmortgage, statutory charge, debenture, pledge or otherwise; andother encumbrance or security or redeem or agree to redeem any security or give or agree to give any guarantee or indemnity except in the ordinary course of business; m. do anything whereby (viii) permit any lien to arise on any of its financial position will be rendered less favourable assets; (ix) pay or agree to pay to its Directors or officers or any of them any remuneration or other emoluments or benefits whatsoever other than those which have been disclosed and agreed to by the Purchaser; (x) dispose of any part of its assets except in the ordinary course of business; (xi) apply for, incur or accept any further borrowings, loans, loan facilities and other accommodations other than those already granted to and utilised by the Company as at the date hereof.; 10.3 Each (xii) knowingly permit any of its normal insurances of which it is the insured party to lapse or do anything to make any policy of insurance of which it is the insured party void or voidable; or (xiii) do, procure or allow anything which may cause, constitute or result in the breach of any of the Vendors agrees to fully indemnify representations 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 incur or sustain from or in consequence of any liabilities of the Group, i.e. the diminution of the value (including without limitation, the net assets value or expected profits) of the Group, arising from any act or omission or otherwise incurred on or before the Completion Datewarranties hereinafter set out.

Vendor’s Undertakings. 10.1 Each of the Vendors jointly 6.1 The Vendor covenants 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 Vendor shall procure that each of the Company and each member of the Group Rosedale shall not: a. (a) issue or agree to issue any shares, warrants or other securities or loan capital or grant or agree to grant any option over or right to acquire or convert into any share or loan capital or otherwise take any action which might result in the Purchaser (or its nominee) acquiring on Completion a percentage interest in the Company and Rosedale lower than that contemplated under this Agreement; (b) incur any expenditure on capital account or enter into any option in respect of any part of its assetsassets (other than in its ordinary and usual course of business); b. (c) dispose of or agree to dispose of or grant any option in respect of any part of its assetsassets (other than in its ordinary and usual course of business); c. (d) borrow any money or make any payments out of or drawings on its bank account(s) other than routine paymentsmoney; d. (e) enter into any unusual agreement, arrangement, commitment or abnormal contract or commitmentotherwise incur any liabilities (other than in its ordinary and usual course of business); e. (f) make any loan, advances or other credits to any third party (other than in its ordinary and usual course of business); f. enter into any leasing, hire, purchase or other agreement or arrangements for payment on deferred terms; g. declare, (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 (h) grant or issue or agree to grant or issue any mortgages, charges, mortgages charges debentures or other securities or give or agree to give any guarantees guarantees, indemnities, surety or indemnitiessecurity; i. make (i) let or agree to let or otherwise part with possession or ownership of the whole or any change in part of the terms and conditions of employment properties owned by the Company or pension benefits Rosedale or purchase, take on lease or assume possession of any of its directors or employees or real property; (j) employ or terminate (other than for good cause) the employment of any person; j. create, issue (k) permit any of its insurances to lapse or grant do anything which would make any option in respect policy of any class of share insurance void or loan capital or agree so to dovoidable; k. (l) purchase or redeem any shares in the Company or Rosedale or provide financial assistance for any such purchase; (m) 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 (n) alter any provisions of its memorandum or fail to comply with articles of association or other constitutional documents; (o) compromise, settle, release, discharge or compound any material obligationcivil, statutory criminal, arbitration or otherwiseother proceedings or any material liability, claim, action, demand or dispute or waive any right in relation to any of the foregoing; (p) repay any loan or monies to the shareholders of the Company or Rosedale; and m. (q) 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 incur or sustain from or in consequence of any liabilities of the Group, i.e. the diminution of the value (including without limitation, the net assets value or expected profits) of the Group, arising from any act or omission thing which will have or otherwise incurred which will reasonably be expected to have a material and adverse effect on the financial position or before prospects of the Completion DateCompany or Rosedale.

Vendor’s Undertakings. 10.1 Each of the Vendors jointly 11.1 The Vendor covenants 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 Vendor shall procure that the Company and each member of the Group Company 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. x. xxxxx xr or 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 and m. do anything whereby its financial position will be rendered less favourable than at the date hereof. 10.3 Each of the Vendors 11.2 The Vendor agrees to fully indemnify and keep each member of the Group Company 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 Company and/or the Purchaser and its assignee may incur or sustain from or in consequence of any liabilities of the GroupCompany, i.e. whether actual or contingent including without limitation, the diminution of the value (including without limitation, the net assets value or expected profits) of the GroupCompany, arising from any act or omission or otherwise incurred on or before the Completion Date. 11.3 The Vendor has entered into hotel management contracts with three (3) vendors that are unexpired as follows: The Vendor shall procure to transfer the entire income received from the above contracts to the Company if and when such funds are received.