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. MDLZ shall indemnify, and keep indemnified, each Charger Group Company and each Retained Acorn Group Company promptly following demand against each Liability incurred by that Charger Group Company or Retained Acorn Group Company (as applicable) which arises (directly or indirectly) out of a Retained MDLZ Liability including each Liability reasonably incurred as a result of defending or settling a claim alleging such a Liability.
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. 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. (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 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 relevant member of the Seller’s Group shall supply the relevant product or products, being those that are the subject of a Seller Owned Shared EU Product Registration, to the extent they form part of the Professional Business, to the Purchaser or 127 its nominee in accordance with the relevant Supply Agreement that deals with the supply of such product or products. The maintenance of the Seller Owned Shared EU Product Registration and the relevant European Pesticides Dossier shall be at the cost of the relevant member of the Seller’s Group, and such costs shall not be recoverable by the relevant member of the Seller’s Group, except to the extent that:
From Closing. 12.5.1 the Company (or the Charger Group Company designated to receive it in the MDLZ Macro Plans) shall be entitled to the benefit of each Transferred MDLZ IP Licence (whether arising before or after Closing) and, subject to clause 12.4, this Agreement shall constitute an assignment of such benefits to the Company (or, if applicable, such designated Charger Group Company) with effect from Closing;
From Closing. 14.4.1 the Company (or the Charger Group Companies designated to receive them in the MDLZ Macro Plans) shall be entitled to the benefit of:
From Closing. 4.1.1 the Transferee of the Shared MDLZ Leased Property shall be entitled to all of the benefits of the relevant Maintenance Agreements and, subject to paragraph 4.1.1 of this schedule 13, this Agreement shall constitute an assignment of such benefits to the Transferee with effect from Closing;
