Other than as provided in Clause 6.6.1, the Buyers undertake during the Transition Period, without the prior written consent of the Seller, not to, and not to permit any of its representatives or any other person acting on its behalf to, directly or indirectly, contact, solicit, communicate with (whether orally, in writing or in any other manner) or otherwise engage in any discussions or communications with, or attempt to contact, solicit, communicate or otherwise engage in any discussions or communications with, any employees, director, creditors, lenders, or agent of, any Group Company in connection with or pertaining to any subject matter of this Agreement, including future employment, consulting, creditor, lender, agency or distribution relationships or the terms thereof, post-closing staffing issues, post-closing benefits matters, compensation and bonus matters, severance issues or any other matters. Further, the Parties agree that the documents transferring the Shares (other than, for the avoidance of doubt, this Agreement or the APA), shall not contain any representations, warranties, covenants or indemnities that would extend any Party’s rights or obligations under this Agreement and if any such representations, warranties, covenants or indemnities must be contained in such transfer documents pursuant to applicable law or regulation, such Party shall irrevocably waive any right it may have to enforce such provisions and, further, the Parties agree that if there is any conflict between any document transferring any of the Shares and this Agreement, the terms of this Agreement shall prevail. The Parties agree that, with respect to any Shares, if a transfer agreement is legally required or customary in a relevant jurisdiction in order to transfer legal and beneficial title to such Shares, the relevant seller and the relevant Buyer shall use the form of agreement attached as Schedule XII. or its advisers, provided during the due diligence process through the virtual data room are contained on the Diligence CD-ROM, which shall be in Agreed Form and deposited with a Spanish notary public on the date hereof (the content of such Diligence CD-ROM being the “ Information Disclosed”). The list of all documents, together with all the written answers to the written questions asked by Xxxx Capital, Ltd. and its advisors have been able to ask questions and to carry out those investigations they deemed necessary in relation to the Company and its Subsidiaries. with respect to the Company, and/or the transaction hereunder and (ii) discussions with certain managers and officers of the Company during management presentation sessions. participated in such process and for such purpose has, together with its accounting, legal, tax, business and other advisers, carried out a due diligence process consisting of (i) analyzing to its satisfaction the documents delivered to Xxxx Capital, Ltd., or made available to it in the Data Room, during the due diligence process, including the Vendor Due Diligence Reports, as well as other information oral or written made available to Xxxx Capital, Ltd. Part 4 Transfer of the Venezuela Shares.Financial Statements Independent accountants Authorization Due Execution Non-Violation Organization and Standing Books and Records Insolvency PART 1: Preparation of Closing Statements.Part 9 - Sale and Transfer of the Chile.Transferor Transferee Number of Shares to be transferred.Part 3 Sale and Transfer of the NV Shares.Atento Educacion Limitada2 Atento Chile S.Access / Maintenance of Books and Records Transfer of Atento Assets and Liabilities MANAGEMENT OF THE COMPANY AND ITS SUBSIDIARIES UNTIL THE CLOSING DATE Exceptions to the Liability of the Seller Representations and Warranties of the Buyers. Representations and Warranties of the Seller. the Mexico Shares to Mexico Holdco and Spain WiFi is available in all areas and is free of charge.įree private parking is available on site (reservation is needed). Live sports events (broadcast), Bike toursĬoffee house on site, Special diet meals (on request), Breakfast in the room, Bar, Restaurant ![]() Outdoor furniture, Sun deck, BBQ facilities
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