Common use of Inks Clause in Contracts

Inks. Up to Completion, the Seller shall procure in so far as he is reasonably able that: (a) the Vianova Group uses reasonable and good faith efforts to sell the Inks Business (and any other assets intended to be sold with it, as described in the LOI) on terms consistent with the LOI and any other terms agreed by Purchaser (such agreement not to be unreasonably withheld or delayed); and (b) the Purchaser shall have the right to review the proposed terms of the sale and shall be entitled to prevent the sale on reasonable grounds, including (without limitation) (i) the allocation of liability between the Vianova Group (on the one hand) and the acquirer of the Inks Business (on the other hand) being such that the Vianova Group retains or acquires any potential liability for post-acquisition acts or omissions of such acquirer; and (ii) the inclusion in the assets sold of all or part of the InfraServ share interest without a corresponding and appropriate increase in the consideration for the Inks Business.