POST COMPLETION UNDERTAKINGS. 13.1 The Buyer acknowledges that a Seller may need access from time to time after Completion to certain accounting, Tax and other records and information held by the members of the Group to the extent such records and information pertain to events occurring prior to Completion for the purpose of (i) filing his or its Tax Returns or dealing with the relevant Tax Authority in respect of such returns or (ii) complying with applicable Law or (iii) in the case of the Institutional Seller fund reporting or compliance or fund raising, and, accordingly, the Buyer agrees that it shall cause each Group Company to:
POST COMPLETION UNDERTAKINGS. Restrictions on the Warrantors
POST COMPLETION UNDERTAKINGS. 19.1 The Seller shall, and shall procure that each Business Seller shall, as soon as practicable upon receipt, send to the Buyer:
POST COMPLETION UNDERTAKINGS. 9.1 The Buyer and Seller shall co-operate and use their reasonable endeavours to obtain the release and discharge of the Seller and each other member of the Virgin Media Group from each Virgin Media Guarantee which has been Disclosed (with effect from Completion and on terms reasonably satisfactory to the Seller).
POST COMPLETION UNDERTAKINGS. 6.2 Each of the Warrantors jointly and severally undertakes to the Investors to procure that:
POST COMPLETION UNDERTAKINGS. 12.1 The objective of the Transaction is that at Completion the entire Business and all its historic, actual and future assets and liabilities are transferred to the Purchaser, effectively transforming the Seller in a listed shell company with the uniQure DRs as its single asset and without any liabilities and that the uniQure DRs shall be subsequently available for distribution to the Seller’s shareholders by way of the Distribution as further set out in clause 13. In view of this objective:
POST COMPLETION UNDERTAKINGS. 14.1 The Purchaser shall procure that the Company and the Subsidiaries shall within 20 Business Days after Completion remove any name containing a reference to the name “Rubicon” or the whole or part of the corporate name of any other member of the Retained Group or any confusingly similar word or name or the logo of any other member of the Retained Group on any vans or vehicles or work-clothing provided by the Subsidiaries to its employees.
POST COMPLETION UNDERTAKINGS. The Buyer and Seller acknowledge that each of them and their Related Persons may need access from time to time after Completion to certain accounting, Tax and other records and information held by the members of the Target Group for the purpose of:
POST COMPLETION UNDERTAKINGS. (A) To the extent permitted by the relevant laws and regulations, each of ZPB and ZTB undertakes to the Purchaser that within 10 years from the Completion Date it shall, and it shall procure that all of its affiliated enterprises and organisations shall, purchase products of the Company on an exclusive basis at the then prevailing market price.
POST COMPLETION UNDERTAKINGS. 7.1 Without prejudice to the provisions of Clause 6 and Schedule 7, the Purchaser shall use its reasonable endeavours to procure that, as soon as reasonably practicable after Completion, each Seller and each of its Connected Persons is released from any guarantee, indemnity, counter-indemnity, bond, letter of comfort or other similar obligation given or incurred by it prior to Completion (including, for the avoidance of doubt, any guarantees given in the Alliance Agreement) (provided that, if any such obligation is given or incurred after the date of this Agreement but prior to Completion, the Purchaser has consented to the grant or incurrence of such obligations) in respect of a liability or obligation of any Group Company and pending such release the Purchaser undertakes to each Seller (for itself and on behalf of each of its Connected Persons) to indemnify each Seller and each of its Connected Persons on demand against all Losses arising under or by reason of any such guarantee, indemnity, counter-indemnity, bond, letter of comfort or other similar obligation.
