Common use of BUSINESS UNDERTAKINGS Clause in Contracts

BUSINESS UNDERTAKINGS. 11.1 The Founders severally undertake, so far as it lies within their respective power to do so, to use their reasonable endeavors to promote the best interests of the Company and so far as it lies within their respective power shall ensure that Ore Business is conducted with good business practice. 11.2 Unless otherwise agreed by an Investor Majority and Founder Consent and ▇▇▇▇ Capital Director Consent and the Series B Majority, the Company shall apply the proceeds of the subscription by the Series B Investors for the New Shares in the furtherance of the Business in accordance with the budgets adopted pursuant to clause 9.2 on the terms of this Agreement. 11.3 The Founders and the Company severally undertake to the Investors to procure, so far as it lies within their respective power to do so, that the Founders and the Company and, where applicable, each Group Company will comply with the requirements set out in Schedule 7. 11.4 Within six (6) months following the Completion. Date, the Company shall document and implement a complete transfer pricing with respect to all significant transactions among the Group Companies. 11.5 The Company agrees to use its commercially reasonable efforts to refinance the Existing Loan Notes on terms reasonably satisfactory to the Board (including the Insight Director) as soon as reasonably practicable following the Completion Date. 11.6 No later than, three (3) months following the end of the Company’s taxable year, the Company shall provide the following information to each Investor (i) the Company’s capitalization table as of the end of the last day of such taxable year and (ii) a statement from the Company setting forth whether or not, so far as the Company is aware, any Group Company was a CFC during such taxable year. Upon a determination by the Company, any Investor or any Taxing Authority that any Group Company is a CFC for any taxable year, the Company will provide prompt written notice to each Investor, and shall furnish to each Investor, on a timely basis, all information reasonably requested by such Investor that is reasonably necessary to satisfy the United States income tax return filing requirements of such Investor (or its owners) arising from its divestment in the Company and relating to any Group Company’s classification as a CFC and the amount, if any, of any Subpart F income (within the meaning of the Code) of any Group Company. 11.7 Each Group Company shall make due inquiry on at least an annual basis regarding its status as a PFIC, and if the Company determines that that any such entity has become a PFIC, or that there is a likelihood of any such entity being classified as a PFIC for any taxable year, the Company shall promptly notify each Investor of such status or risk, as the case may be. The Company agrees to make available to each investor upon request, the books and records of each Group Company, and to provide such information reasonably requested by any Investor that is pertinent to such Group Company’s status or potential status as a PFIC. Upon a determination by the Company, any Investor or any Taxing Authority that any Group Company has been or is likely to become a PFIC, the Company will provide each Investor with all information reasonably requested by such Investor that is in the Company’s possession to permit such Investor (and its owners) to (a) accurately prepare all tax returns and comply with any reporting requirements as a result of such determination and (b) make any election (including, without limitation, a “qualified electing fund” election under Section 1295 of the Code), with respect to such Group Company, and comply with any reporting or other requirements incident to such election. If a determination is made by the Company, any Investor or any Taxing Authority that any Group Company is a PFIC for a particular year, then for such year and for each year thereafter for which such Group Company is a PFIC, the Company will also provide each Investor that so requests with a completed “PFIC Annual Information Statement” as required by United States Treasury Regulations Section 1.1295-1(g) and otherwise complying with applicable United States Treasury Regulations requirements. 11.8 The Company shall provide any information and assistance reasonably requested by the Investor that is reasonably necessary for the Investor (and any of its owners) to file its tax returns. 11.9 The Company shall use its reasonable endeavours not to become (or permit any Group Company to become) a PFIC. The Company shall notify the Investors prior to any issuance, dividend, or other distribution of Company shares by the Company that would reasonably be expected to result in the Company or any Group Company becoming a CFC. 11.10 As soon as reasonably practicable following the date hereof, the Company shall use its reasonable endeavours to amend the Iron Mountain Contract to remove any restriction, mutation or consent right on or relating to a Sale on terms reasonably satisfactory to the Insight Director; provided, however, that if me Company shall not have amended the Iron Mountain Contract in accordance with the terms hereof by October 7, 2013 (the “End Date”‘), then the Company shall take all action necessary to terminate the Iron Mountain Contract, including by delivering a notice of termination to Iron Mountain by no later than the End Date in accordance with the terms of the Iron Mountain Contract unless such obligation is waived by the Insight Director prior to the End Date.