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法律术语解读

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英文原文：

14.2 Undertakings

The Vendors undertake

（

for the benefit of the Purchaser, the Company, [the

Subsidiaries] and the Purchaser's successors in title

）

that the Vendors will not

and that they will procure that none of the members of the Vendors' Group will

：

（

A

）

for

the

period

of

[

·

]

years

after

the

Closing

Date

either

on

its

own

account

or in conjunction with or on behalf of any person, firm or company, carry on or be

engaged,

concerned

or

interested

（

directly

or

indirectly

and

whether

as

principal,

shareholder,

director,

employee,

agent,

consultant,

partner

or

otherwise

）

in

carrying

on

any

Restricted

Business,

other

than

as

a

holder

for

investment

purposes

only

（

which

shall

exclude

a

management

function

or

any

material

influence

）

of

any

shares, debentures or other participation

；

and

（

B

）

for

the

period

of

[

·

]

years

after

the

Closing

Date

either

on

its

own

account

or in conjunction with or on behalf of any person, firm or company, solicit or

endeavour to entice away from the Company [or any of the Subsidiaries] any person

who at the Closing Date is or who within a period of one year prior to the Closing

Date

has

been

an

officer,

manager,

senior

employee,

agent

or

consultant

of

the

Company

[or any of the Subsidiaries] whether or not such person would commit a breach of

contract by reason of leaving service or office

；

and

（

C

）

for

the

period

of

[

·

]

years

after

the

Closing

Date

either

on

its

own

account

or in conjunction with or on behalf of any person, firm or company, in connection

with

any

Restricted

Business,

solicit

the

custom

of

or

endeavour

to

entice

away

from

the Company [or any of the Subsidiaries] any person who at the Closing Date is or

who

within

a

period

of

one

year

prior

to

the

Closing

Date

has

been

a

client

or

customer

of the Company [or any of the Subsidiaries] whether or not such person would commit

a breach of contract by reason of transferring business

；

and

（

D

）

for

the

period

of

[

·

]

years

after

the

Closing

Date

either

on

its

own

account

or

in

conjunction

with

any

Restricted

Business

deal

with

any

person

who

at

the

Closing

Date

is

or

who

within

a

period

of

one

year

prior

to

the

Closing

Date

has

been

a

client

or customer of the Company [or any of the Subsidiaries] whether or not such person

would commit a breach of contract by reason of transferring business

；

and

（

E

）

for

the

period

of

[

·

]

years

after

the

Closing

Date

either

on

its

own

account

or in conjunction with or on behalf of any person, firm or company, in connection

with any Restricted Business endeavour to entice away from the Company [or any of

the Subsidiaries] any person who at the Closing Date is or who within a period of

one

year prior to the Closing Date

has been a supplier of the

Company [or any of the

Subsidiaries]

whether

or

not

such

person

would

commit

a

breach

of

contract

by

reason

of transferring business

；

and

（

F

）

at any time after the date of this Agreement, directly or indirectly use

or

attempt

to

use

in

the

course

of

any

business

on

its

own

account

or

in

conjunction

with or on behalf of any person, firm or company, any valid trade or service mark,

trade name, design or logo [

（

whether registered or not and including the Listed

Intellectual Property referred to in 1< /p>

）

e

）

）

] used in the business of the Company