Common use of Certain Undertakings Clause in Contracts

Certain Undertakings. (a) Prior to entering into any agreement or arrangement with any Person pursuant to which the Company would effect a merger, scheme of arrangement, consolidation, recapitalization or other similar transaction in which the Company would not be the surviving Person, the Company shall, to the extent permitted by applicable law, provide for the assumption of the obligations of the Company set forth in this Agreement by such Person, unless such obligation is waived by the H&F Investors and the FF&L Investors. If the obligations of the Company cannot be assumed by such Person, the Company shall cause such Person to negotiate in good faith with the Members to execute and deliver an agreement among such Person and the Members on terms identical to this Agreement, subject only to modifications required by applicable law or mutually agreed upon by such Person and the H&F Investors and the FF&L Investors. (b) Prior to a liquidation or reorganization of the Company, the Company shall cause the Person in which the Members will hold securities following such liquidation or reorganization to negotiate in good faith with the Members to execute and deliver an agreement among such Person and the Members on terms identical to this Agreement, subject only to modifications required by applicable law or mutually agreed upon by such Person and the H&F Investors and the FF&L Investors.

Certain Undertakings. (a) Prior to entering into any agreement or arrangement with any Person pursuant to which the Company would effect a merger, scheme of arrangement, consolidation, recapitalization or other similar transaction in which the Company would not be the surviving Person, the Company shall, to the extent permitted by applicable law, provide for the assumption of the obligations of the Company set forth in this Agreement by such Person, unless such obligation is waived by the H&F Investors and the FF&L Investors. If the obligations of the Company cannot be assumed by such Person, the Company shall cause such Person to negotiate in good faith with the Members Shareholders to execute and deliver an agreement among such Person and the Members Shareholders on terms identical to this Agreement, subject only to modifications required by applicable law or mutually agreed upon by such Person and the H&F Investors and the FF&L Investors. (b) Prior to a liquidation or reorganization of the Company, the Company shall cause the Person in which the Members Shareholders will hold securities following such liquidation or reorganization to negotiate in good faith with the Members Shareholders to execute and deliver an agreement among such Person and the Members Shareholders on terms identical to this Agreement, subject only to modifications required by applicable law or mutually agreed upon by such Person and the H&F Investors and the FF&L Investors.