Group Undertaking definition
Examples of Group Undertaking in a sentence
If any potential Claim arises as a result of a contingent or unquantifiable liability of any Buyer’s Group Undertaking, each Seller will not be obliged to pay any sum in respect of the potential Claim until the liability either ceases to be contingent or becomes quantifiable; provided, however, that this paragraph 17 shall not restrict the Buyer from setting off and deducting the Buyer’s reasonable estimate of any such potential Claim from Contingent Consideration, as permitted by paragraph 11.
The provisions of this paragraph 13 shall apply in the event that any third party brings or makes (or threatens to bring or make) any claim, demand, action or proceedings against any of the Buyer or a Buyer’s Group Undertaking which may reasonably be considered likely to give rise to a Claim (a “Third Party Claim”).
Clause 16 of Schedule 1.2 of Schedule A of the Disclosure Letter sets forth a true and complete list of all material contracts between any Group Company, on the one hand, and any Seller’s Group Undertaking, on the other hand.
Except for ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., whose fees will be paid by the Sellers, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of any Seller’s Group Undertaking that is entitled to any fee or commission from any Group Company in connection with any of the Transactions.
Parent shall procure that any Intra-Group Debt that is owed as at the Completion Date by any Group Company to any Seller’s Group Undertaking (other than any Group Company), or by any Seller’s Group Undertaking (other than any Group Company) to any Group Company, is paid to the Seller’s Group Undertaking or Group Company, as applicable, to which such Intra-Group Debt is owed.