BAGL Sample Clauses

BAGL. (a) The Parties acknowledge and agree that: (i) Boral Seller and the Acquirer will immediately following Completion each be 50% owners of the shares in BAGL; (ii) it is the intent of the Parties that BAGL is a party to this Agreement only insofar as it is required to undertake specified actions (which may be the subject of a claim for specific performance) and that it is not intended that BAGL should have, and BAGL will not have: (A) any liability in respect of any Claim by any other Party (except for specific performance of an obligation owed by it that is to be performed at or before Completion); or (B) any right to bring any Claim against any other Party (except for specific performance of an obligation owed to it that is to be performed at or before Completion. (b) To the extent this Agreement requires BAGL to do anything before or at Completion, Boral must procure that BAGL does the relevant thing in accordance with the relevant provisions of this Agreement. For the avoidance of doubt this does not apply to any matters after Completion. (c) In relation to Claims by or against BAGL: (i) each Party undertakes and agrees not to make any Claim against BAGL which is inconsistent with clause 7.10(a)(ii); (ii) Boral undertakes and agrees to ensure that BAGL does not make any Claim against any other Party at any time before Completion (or if Completion does not occur) which is inconsistent with clause 7.10(a)(ii); and (iii) BAGL undertakes and agrees (and Boral Seller and the Acquirer, as shareholders in BAGL, must ensure) that BAGL does not make any Claim against any other Party at any time after Completion which is inconsistent with clause 7.10(a)(ii).