From Closing. From the completion of Closing, the provisions of this Agreement (including the Conditions) may not be modified, altered, abrogated or added to other than as provided in, and in accordance with, Condition 14 (Amendment and Waiver).
From Closing. Acorn shall indemnify, and keep indemnified, each Charger Group Company and each Retained MDLZ Group Company promptly following demand against each Liability incurred by that Charger Group Company or Retained MDLZ Group Company (as applicable) which arises (directly or indirectly) out of a Retained Acorn Liability including each Liability reasonably incurred as a result of defending or settling a claim alleging such a Liability.
From Closing the Purchaser and each Seller shall ensure, to the extent each is legally able, that no competitively sensitive information in relation to the Novartis Ukraine Business shall be provided to anybody other than: (i) any Relevant Novartis Company Employees located in the Ukraine; and (ii) those Relevant Novartis Company Employees located outside of the Ukraine who strictly need access to such competitively sensitive information in order to operate the Novartis Ukraine Business.
From Closing the Buyer shall be entitled to exercise all rights attached to the Shares. The Buyer is entitled to full dividend from the Company for the fiscal year 2008.
From Closing. From the completion of Closing, the provisions of this Agreement may not be modified, altered, abrogated or added to other than as provided herein or by a written agreement among the Issuer and the Debentureholder.
From Closing. (a) Sellers shall procure that each Trading Balance owed by any member of Sellers’ Group to any HI Entity is settled in the Ordinary Course (and in any event within 30 days of invoice), in immediately available funds without set-off, restriction or condition and without any deduction or withholding (save as may be required by Law) in the currency in which such Trading Balance is due; and
From Closing. Seller hereby undertakes to Buyer for the benefit of Buyer, its legal successors in interests and for each of its subsidiaries as may exist from time to time, that neither Seller, nor any of its Affiliates, will either alone or jointly with others, whether as principal, agent, manager, shareholder or in any other capacity, directly or indirectly through any other Person, for its own benefit or that of others, at any time during the period that is the shorter of (i) three years following the Closing Date or (ii) the date that is one year following the date that Seller or any its Affiliates ceases to remain a shareholder in Buyer (the “Restricted Period”): engage in, carry on or invest in the business of owning or operating cable, satellite, wireless, or video DSL networks (the “Restricted Business”) within France (other than the existing shareholdings listed in Schedule 5.13 or as a passive holder for investment only of no more than 5% of any class of shares or other securities in any entity that is so engaging, carrying on or investing in a Restricted Business). The foregoing covenant is agreed to be fair and reasonable to protect the value of the interests being acquired by Buyer and extension of the covenant for the one year period following the date that Seller or any of its Affiliates ceases to remain a shareholder in Buyer is agreed to be fair and reasonable to protect confidential information of Buyer to which Seller will have access as a shareholder in Buyer. If for any reason this restriction is found to be void or ineffective but would be valid and effective if the duration or area of application were reduced or if any other adjustment were to be made such restriction shall apply with such modification as may be necessary to make it valid and effective.
From Closing the Sellers shall at all times indemnify and hold harmless (on a USD for USD basis or EUR for EUR basis (depending on the applicable denomination of the relevant liability)) the Purchasers, and shall pay to the Purchasers, or, at the Purchasers’ sole discretion, (any of) the Group Companies:
From Closing the Buyer shall be solely entitled to exercise all rights attached to or accruing to the Shares including, without limitation, voting rights, disposition rights and rights to receive all dividends, distributions or any return of capital declared or made by the Company.
From Closing each of the Sellers shall use reasonable endeavours to provide such information as is reasonably required by the Purchaser and to assist the Purchaser and any Target Company to make, pursue and obtain recovery for any claim which may be validly made by a Target Company under any current or historic “losses occurring” insurance policy of the Sellers’ Groups provided such claim arises from an event or matter occurring prior to Closing.
