Common use of POST-COMPLETION UNDERTAKINGS Clause in Contracts

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). 9.2 If, following Completion, it is discovered that a Virgin Media Guarantee has been or given or incurred by the Seller or any other member of the Virgin Media Group, that is not Disclosed: (a) each of the Buyer and the Seller shall co-operate and use its reasonable endeavours to obtain the release and discharge (with effect from Completion and on terms reasonably satisfactory to the Seller) of the Seller and each other member of the Virgin Media Group from any such Virgin Medial Guarantee; (b) the Buyer shall use all reasonable endeavours in its capacity as a shareholder of the Target Group Companies to ensure that to the extent it is reasonably able to do so each Target Group Company and UK Progco satisfies any debts, liabilities or obligations underlying any such Virgin Media Guarantee. 9.3 The Buyer shall indemnify the Seller and each member of the Virgin Media Group against, and pay to them on demand an amount equal to any cost, claim, demand, expense, loss, liability or obligation which the Seller or any member of the Virgin Media Group may incur or suffer (including all costs and expenses (including reasonable legal fees) and together with any applicable VAT) after Completion pursuant to or in connection with any Virgin Media Guarantee arising as a result of the failure of a Target Group Company or UK Progco (as applicable) to promptly perform, discharge or satisfy a debt, liability or obligation which is the subject of a Virgin Media Guarantee. 9.4 The Buyer undertakes to the Seller that, as soon as reasonably practicable following Completion and in any event within 28 days following the Completion Date, it will notify Ofcom of the change of control of each of UK Channel Management, UK Gold Services Limited and UKTV New Ventures arising as a consequence of completion of the Transaction. 9.5 The Seller hereby declares that from the Completion Date until the earlier of (i) the date that the Buyer or its nominee becomes the registered holder of any of the Target Shares or the UK Progco Shares and (ii) thirty (30) days after the Completion Date (the “Registration Period”), it will: (a) hold such Target Shares and/or UK Progco Shares and any dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of them on or after Completion and all rights arising out of or in connection with them in trust for the Buyer; and (b) deal with and dispose of the Target Shares and/or UK Progco Shares and all such dividends, distributions and rights as are described in Clause 9.6 only as the Buyer may lawfully direct. 9.6 The Seller hereby irrevocably and unconditionally appoints the Buyer and any director of the Buyer for the time being acting severally as its lawful attorney (and to the complete exclusion of any rights that it may have in such regard) for the Registration Period only for the purpose of exercising any and all voting and other rights and receiving any and all benefits and entitlements which may now or at any time after Completion and during the Registration Period attach to or arise in respect of any of the Target Shares and/or UK Progco Shares and receiving notices of and attending and voting at all meetings of the members of each Target Company and UK Progco (or any class thereof) and generally executing or approving such deeds or documents and doing any such acts or things in relation to any of the Target Shares and/or UK Progco Shares as the attorney may think fit, in each case from Completion to the end of the Registration Period. For such purpose, the Seller hereby authorises and instructs each Target Company and UK Progco to send all notices in respect of the Target Shares and/or UK Progco Shares to the Buyer during such period. 9.7 The Buyer undertakes to the Seller that it shall not permit the termination of the Tax Loss Surrender Agreements by any of the Target Companies in respect of the surrender of tax losses for any financial year (or part thereof) commencing on or before 1 January 2011 by the Seller or any of the Seller’s Affiliates and shall use its good faith efforts to procure, so far as it is able in its capacity as shareholder, the same will remain in full force and effect and duly performed by the Target Companies in accordance with their terms, including payment by the Target Companies of any amounts due under the Tax Loss Surrender Agreements, whether those payments are due before, on or after Completion (in every case, to the extent permitted by law). 9.8 The Buyer undertakes to the Seller to procure, as soon as practicable and in any event on a date no later than fifteen (15) Business Days from the Completion Date, that Flextech Satellite Investments Limited shall change its name to a name that does not incorporate “Flextech” or anything confusingly similar thereto.

POST-COMPLETION UNDERTAKINGS. 9.1 The Buyer and Seller shall co-operate and use their reasonable endeavours to obtain the release and discharge of 6.1 Following Completion, 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 Czech Seller, as applicable, undertake to the Seller). 9.2 If, following Completion, it is discovered that a Virgin Media Guarantee has been or given or incurred by the Seller or any other member of the Virgin Media Group, that is not DisclosedBuyer: (a) to use reasonable endeavours to ensure that each Group Company is released from any guarantee, indemnity, bond, letter of comfort or Encumbrance or other similar obligation given or incurred by it prior to Completion which relates in whole or in part to debts or other liabilities or obligations, whether actual or contingent, of a member of the Seller’s Group and prior to such release the Seller undertakes to the Buyer (on behalf of itself and as trustee on behalf of each Group Company) to keep each Group Company fully indemnified against any failure to make any such repayment or any liability arising under any such guarantee, indemnity, bond, letter of comfort or Encumbrance; (b) subject to and without prejudice to the other Transaction Agreements: (i) that no member of the Seller’s Group shall hold itself out as the owner of or being affiliated with any member of the Group or its business; and (ii) that it shall procure that within 60 days after Completion, each member of the Seller’s Group ceases in any manner whatsoever to use, or display any trade or service marks, trade or service names or logos used or held by any member of the Buyer’s Group or any confusingly similar ▇▇▇▇, name or logo; and (c) that the Seller shall not unreasonably withhold consent with respect to the Buyer Group obtaining licenses under the brand licenses set forth in Part A of schedule 12 covering products in jurisdictions where members of the Seller Group from time to time are not conducting business with such brand licenses and are not contemplating conducting business with such brand licenses. 6.2 Following Completion the Buyer undertakes, subject to and without prejudice to the other Transaction Agreements: (i) that no member of the Group shall hold itself out as being owned or controlled by the Seller and its businesses; and (ii) that it shall within 60 days after Completion, cease in any manner whatsoever to use, or display any trade or service marks, trade or service names or logos used or held by any member of the Seller’s Group or any confusingly similar ▇▇▇▇, name or logo, provided that nothing herein shall prevent Buyer from using the name “Barcrest”, any Intellectual Property which is identical or similar to the phrase “Barcrest”, or any other Intellectual Property owned by a Group Company. Notwithstanding the foregoing, Cyberview Czech may continue trading and operating under, and using, the names ‘Cyberview Technology s.r.o.’ and ‘Cyberview’ in the Czech Republic and Slovakia, until the day falling 180 days after the date on which the Buyer has obtained all necessary consents and approvals from all relevant Governmental Authorities in the Czech Republic to change the name of Cyberview Czech to such other name as the Buyer shall determine, acting reasonably. The Buyer and the Seller shall use all reasonable endeavours to co-operate and use its reasonable endeavours together to obtain the release such consents and discharge (with effect from Completion and on terms reasonably satisfactory approvals as soon as possible following Completion. 6.3 The Czech Seller undertakes to the SellerBuyer that it shall take all such steps and actions as are referred to in Article IX, Section 2(d) of the Sazka Contract, including bringing and/or defending any claims, actions and/or proceedings, as the Buyer may reasonably request and in accordance with the directions of the Buyer. 6.4 Each of the Seller and the Czech Seller, for itself and on behalf of each other member of its Representatives, hereby undertakes to the Buyer (as trustee for itself and on behalf of SG Global and each of their respective successors and assigns and any person to whom the Buyer and/or SG Global may sell any ownership interest in the registered capital of Cyberview Czech and any person to whom such a purchaser may in turn sell any ownership interest in the registered capital of Cyberview Czech and so on (any such purchaser, collectively with the Buyer, being the “Transferee”)) and each of the Virgin Media Group from Buyer’s Representatives, that neither it nor any such Virgin Medial Guaranteeof its Representatives shall, following Completion, make, assert, allege, support, encourage, incite, assist or maintain or cause to be made, asserted, alleged, supported, encouraged, incited, assisted or maintained any claim of any kind and whether made or proposed to be made by itself or any other person: (a) contesting or disputing in any manner whatsoever that the act of establishment and/or incorporation of Cyberview Czech was invalid; (b) initiating a process of dissolution and liquidation of Cyberview Czech; (c) to the effect that the entry into of this Agreement and the Czech Transfer Agreement and the occurrence of Completion under this Agreement have not been fully effective to vest irrevocably and unconditionally full legal and beneficial ownership of a 90 per cent. interest in the registered capital of Cyberview Czech in the Buyer shall use all reasonable endeavours and a 10 per cent. interest in its capacity as a shareholder the registered capital of Cyberview Czech in SG Global; or (d) contesting or disputing in any manner whatsoever that any Transferee is the sole legal and beneficial owner of the Target Group Companies relevant ownership interest in the registered capital of Cyberview Czech that was transferred to ensure that to the extent it is reasonably able to do so each Target Group Company and UK Progco satisfies any debts, liabilities or obligations underlying any such Virgin Media Guaranteeit. 9.3 The Buyer shall indemnify 6.5 In the Seller and each member of event that the Virgin Media Group against, and pay to them on demand an amount equal to any cost, claim, demand, expense, loss, liability or obligation which the Seller or any member of the Virgin Media Group may incur or suffer (including all costs and expenses (including reasonable legal fees) and together with any applicable VAT) after SNAI Supply Agreement is terminated by SNAI following Completion pursuant to or in connection with any Virgin Media Guarantee arising as a result of the failure SNAI Matter (a “Covered Termination”), and following such termination: (a) the Company either removes or transfers to a third party that is not a Related Person of a Target Group Company the Buyer not less than 66 2/3 per cent. of the terminal hardware comprising the “VLT Packages” (within the meaning of the SNAI Supply Agreement) installed under the SNAI Supply Agreement immediately prior to such termination; and (b) no Contract substantially similar to the SNAI Supply Agreement is entered into between the Buyer and its Related Persons, on the one hand, and SNAI and its Related Persons, on the other, within 90 days after the removal or UK Progco transfer referred to in subclause (as applicablea) above, the Seller shall promptly (and, in any event, within five (5) Business Days following the 90-day period referred to promptly perform, discharge or satisfy a debt, liability or obligation which is in subclause (b) above) pay the subject of a Virgin Media Guaranteesums provided for in clause 6.6 in cash to the Buyer. 9.4 6.6 The Buyer undertakes Seller shall be liable to pay the Seller that, as soon as reasonably practicable following Completion and in any event within 28 days following sums upon the Completion Date, it will notify Ofcom occurrence of the change of control of each of UK Channel Management, UK Gold Services Limited and UKTV New Ventures arising as a consequence of completion of events referred to in clause 6.5: (a) if the Transaction. 9.5 The Seller hereby declares that Covered Termination occurs in the period from the Completion Date until the earlier of to (iand including) the date that the Buyer or its nominee becomes the registered holder of any of the Target Shares or the UK Progco Shares and (ii) thirty (30) day falling 180 days after the Completion Date (the “Registration PeriodFirst Milestone Date”), it will:the Seller shall pay the Buyer the sum of £8 million; (ab) hold such Target Shares and/or UK Progco Shares if the Covered Termination occurs in the period from the day after the First Milestone Date to (and any dividends including) the day falling 180 days after the First Milestone Date (the “Second Milestone Date”), the Seller shall pay the Buyer the sum of £5 million; (c) if the Covered Termination occurs in the period from the day after the Second Milestone Date to (and other distributions including) the day falling 180 days after the Second Milestone Date (the “Third Milestone Date”), the Seller shall pay the Buyer the sum of profits or surplus or other assets declared, paid or made in respect of them on or after Completion and all rights arising out of or in connection with them in trust for the Buyer£3 million; and (bd) deal with and dispose of the Target Shares and/or UK Progco Shares and all such dividends, distributions and rights as are described in Clause 9.6 only as Seller’s obligation to pay any amount to the Buyer may lawfully direct. 9.6 The Seller hereby irrevocably pursuant to this clause 6.6 shall cease and unconditionally appoints determine fully if no Covered Termination shall have occured by the day after the Third Milestone Date. For the avoidance of doubt, the Buyer and any director of shall be entitled to receive the Buyer amounts provided for the time being acting severally as its lawful attorney in this clause 6.6 if: (and to the complete exclusion of any rights that it may have in such regarda) for the Registration Period only for the purpose of exercising any and all voting and other rights and receiving any and all benefits and entitlements which may now or at any time after Completion and during the Registration Period attach to or arise in respect of a Covered Termination occurs before any of the Target Shares and/or UK Progco Shares First Milestone Date, the Second Milestone Date and receiving notices the Third Milestone Date (collectively, the “Milestone Dates”); and (b) the requirements of clauses 6.5(a) and attending and voting at all meetings (b) are subsequently satisfied. It shall not be necessary for the removal or transfer of the members of each Target Company and UK Progco (terminal hardware referred to in clause 6.5(a), or any class part thereof, to have been completed, or for the 90 day period referred to in clause 6.5(b) and generally executing or approving such deeds or documents and doing any such acts or things in relation to have expired, prior any of the Target Shares and/or UK Progco Shares as the attorney may think fit, Milestone Dates in each case from Completion to the end of the Registration Period. For such purpose, the Seller hereby authorises and instructs each Target Company and UK Progco to send all notices in respect of the Target Shares and/or UK Progco Shares to order for the Buyer during such periodto be so entitled. 9.7 The Buyer undertakes to the Seller that it shall not permit the termination of the Tax Loss Surrender Agreements by any of the Target Companies in respect of the surrender of tax losses for any financial year (or part thereof) commencing on or before 1 January 2011 by the Seller or any of the Seller’s Affiliates and shall use its good faith efforts to procure, so far as it is able in its capacity as shareholder, the same will remain in full force and effect and duly performed by the Target Companies in accordance with their terms, including payment by the Target Companies of any amounts due under the Tax Loss Surrender Agreements, whether those payments are due before, on or after Completion (in every case, to the extent permitted by law). 9.8 The Buyer undertakes to the Seller to procure, as soon as practicable and in any event on a date no later than fifteen (15) Business Days from the Completion Date, that Flextech Satellite Investments Limited shall change its name to a name that does not incorporate “Flextech” or anything confusingly similar thereto.