EXHIBIT 99.1
CONFIDENTIAL
WITHOUT PREJUDICE
October 19, 2004
UNDERTAKING
CASE COMP/39.116/B-2 - COCA-COLA
The Companies hereby give the following Undertaking concerning
their commercial practices and those of other Bottlers of TCCC-Branded CSDs in
the Relevant European Countries. This Undertaking is designed to provide clear,
objective, and administrable rules governing commercial practices of The
Coca-Cola Company and its Bottlers. It applies to all sales of TCCC-Branded CSDs
destined for consumption in Countries in which the conduct of The Coca-Cola
Company or its Bottlers may be subject to Article 82 of the EC Treaty or Article
54 of the EEA Agreement. This Undertaking is made without prejudice to the
Companies' position should the European Commission or any other party decide to
open proceedings or to commence any other legal action against any of the
Companies.
I. DEFINITIONS
In this Undertaking, the following terms will have the meanings
indicated below:
"Approved Methodology" means the following methodology used to
calculate the shares prescribed in this Undertaking for purposes of defining
"Countries" and "TCCC-Branded Orange CSDs." Shares will be calculated using the
best available value-based Channel-specific data for each of the Take-Home
Channel (as currently provided by AC Nielsen) and the On-Premise Channel. Where
Channel-specific value-based data are not available for a Channel, shares for
that Channel will be calculated using the best available Channel-specific
volume-based data (as currently provided by Canadean Limited). In situations
where Channel-specific volume-based data are not available, shares for either or
both Channels will be based on the best available national volume-based data (as
currently provided by Canadean Limited).
"Assortment or Range Commitments" are contractual obligations
accepted by a customer to maintain physically in stock a specified set or number
of beverages or SKUs.
"Beverage Coolers" means installed equipment, other than vending
machines and fountain equipment, used for chilling packaged CSDs to which the
consumer has direct access.
"Bottler" means an entity licensed by TCCC to manufacture,
distribute, and sell TCCC-Branded CSDs in a Relevant European Country.
"CCE" means Bottling Holdings (Luxembourg) sarl, a corporation
organized under the laws of Luxembourg, with its registered office in Howald,
Luxembourg, and all of its Subsidiaries.
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"CCEAG" means Coca-Cola Erfrischungsgetranke AG, a corporation
organized under the laws of Germany, with its principal office in Berlin,
Germany, and all of its Subsidiaries.
"CCHBC" means Coca-Cola Hellenic Bottling Company S.A., a
corporation organized under the laws of Greece, with its principal office in
Maroussi, Greece, and all of its Subsidiaries.
"Companies" means TCCC, CCE, CCHBC, and CCEAG.
"Countries" means all Relevant European Countries and future EU
Member States in which TCCC-Branded CSDs accounted for more than 40%, and more
than twice the share of the nearest competitor, of national CSD sales in either
the Take-Home Channel or the On-Premise Channel in the previous year. Where a
Country qualifies under this definition in only one Channel, this Undertaking
will apply only in that Channel. In situations where data are not available from
an independent source for any Relevant European Country or future EU Member
State, that State will be deemed to be a Country for purposes of this
Undertaking. Pursuant to Section III.E.2. of this Undertaking, TCCC will provide
the European Commission annually with written reports listing the Countries and
Channels to which this Undertaking will be applicable. For purposes of this
provision, shares will be calculated on the basis of the Approved Methodology.
"Coverage Date" means the date on which a Country or Channel
becomes subject to this Undertaking, corresponding to: (1) in respect of the
Companies, the Effective Date; (2) in respect of non-Company Bottlers in
Countries, the date on which each such Bottler commits to comply with the terms
of this Undertaking; and (3) in respect of Bottlers active in a Country or a
Channel that becomes subject to this Undertaking on the basis of the information
contained in a report provided to the European Commission pursuant to Section
III.E.2. of this Undertaking, the date on which such report is submitted.
"CSDs" means carbonates, as defined by Canadean Limited, excluding
beverages listed in the "flavoured water" category.
"Effective Date" means the date on which the Companies are
notified of the European Commission's final decision under Article 9 of Council
Regulation No. 1/2003 concerning this Undertaking.
"Existing Agreement" means any agreement, whether oral or written,
entered into on or before the Coverage Date by a Company in a Country or
Channel.
"Financing Agreements" are agreements entered into with On-Premise
customers under which a supplier provides a customer with up-front financing.
Such advanced funds are typically repayable either in cash or on the basis of
purchases of beverages from the supplier that extended the funds.
"Full Implementation Date" means January 1, 2006, unless the
Effective Date falls after June 30, 2005, in which case the Full Implementation
Date will be nine months after the Effective Date.
"New Agreement" means any agreement, whether oral or written,
entered into after the Coverage Date by a Company in a Country or Channel.
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"On-Premise Channel" means accounts or groups of accounts that
operate on-premise or immediate beverage consumption outlets in the Relevant
European Countries or that purchase or specify for purchase beverages for resale
to such accounts in the Relevant European Countries.
"Other TCCC-Branded CSDs" means TCCC-Branded CSDs other than
TCCC-Branded Cola CSDs and TCCC-Branded Orange CSDs.
"Private Tender Agreements" means commercial arrangements for the
supply of CSDs in the On-Premise Channel that are entered into following an open
and competitive tendering process based on objective, transparent, and
non-discriminatory criteria and are organized by large, private sector customers
for sales in the On-Premise Channel.
"Public Tender Agreements" means commercial arrangements for the
supply of CSDs that are entered into following an open and competitive tendering
process based on objective, transparent, and non-discriminatory criteria and are
organized by Government agencies and public authorities that prescribe a
standard form agreement.
"Rebates" are payments, credits, or other advantages obtained or
retained by a customer by reference to multiple purchases made over a preceding
period.
"Relevant European Countries" means Austria, Belgium, Cyprus,
Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary,
Iceland, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, The Netherlands,
Norway, Poland, Portugal, Slovak Republic, Slovenia, Spain, Sweden, and the
United Kingdom.
"Shelf Space Commitments" are contractual obligations accepted by
a customer to dedicate a proportion or amount of its permanent
ambient-temperature CSD sales space to beverages sourced from a given CSD
supplier.
"SKUs" means stock-keeping units.
"Sponsorship Agreements" means commercial arrangements whose
principal purpose is to sponsor an event or venue for its promotional value,
with beverage supply being an ancillary aspect. Sponsorship Agreements are
typically entered into with sports clubs or organizers of periodic entertainment
or sporting events.
"Subsidiaries" means an entity in which a Company, directly or
indirectly, holds an interest exceeding 50% and which is involved in the
distribution or sale of TCCC-Branded CSDs in one or more Relevant European
Countries.
"Take-Home Channel" means accounts or groups of accounts that are
engaged in the business of retailing packaged beverages to consumers in Relevant
European Countries primarily for at-home consumption or that supply such
accounts (including cash and carry accounts).
"TCCC" means The Coca-Cola Company, a corporation organized under
the laws of the State of Delaware, U.S.A., with its principal office in Atlanta,
Georgia, U.S.A., and all of its Subsidiaries.
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"TCCC-Branded" means marketed under trademarks owned by or
licensed to TCCC.
"TCCC-Branded Cola CSDs" means TCCC-Branded Light Cola CSDs and
TCCC-Branded Regular Cola CSDs.
"TCCC-Branded Light Cola CSDs" means low-calorie cola-flavoured
CSDs sold under TCCC trademarks, including "Coca-Cola Light" and "Coke Light,"
other than those incorporating additional flavours (e.g., Coke Light Lemon).
"TCCC-Branded Orange CSDs" means orange-flavoured CSDs marketed
under trademarks incorporating or consisting of the "Fanta" trademark and
defined as "Fanta Orange Regular" by Canadean Limited that in any Country
accounted for more than twice the share of the nearest competing
orange-flavoured CSD brand in either the Take-Home Channel or the On-Premise
Channel in the previous year. Where this threshold is met in only one Channel,
the provisions of this Undertaking concerning TCCC-Branded Orange CSDs will
apply only in that Channel. TCCC will provide the European Commission annually
with written reports listing the Countries and Channels in which the provisions
of the Undertaking concerning TCCC-Branded Orange CSDs will be applicable. For
purposes of this provision, shares will be calculated on the basis of the best
available industry data sources (currently Canadean Limited and AC Nielsen)
using the Approved Methodology.
"TCCC-Branded Regular Cola CSDs" means cola-flavoured CSDs sold
under the "Coca-Cola" or "Coke"" trademarks other than those incorporating
additional flavours (e.g., Cherry Coke, Vanilla Coke).
"Technical Equipment" means Beverage Coolers, fountain dispensers,
and CSD vending machines.
II. SUBSTANTIVE PROVISIONS
Each Company undertakes to apply the following measures.
A. THE TAKE-HOME AND ON-PREMISE CHANNELS
The commitments in this section are applicable to all commercial
arrangements in the Take-Home and On-Premise Channels under which a Company
sells TCCC-Branded CSDs in the Countries for resale within the Relevant European
Countries, other than Sponsorship Agreements and Public and Private Tender
Agreements.
1. Exclusivity Provisions
Each Company's customers will remain free to buy and sell any CSDs
of any third party. The Companies will not require a customer not to list,
purchase, or sell CSDs of a third party or offer any payment or other advantage
conditioned on a customer's committing not to do so.
2. Percentage-Based Purchasing Commitments
The Companies will not require a customer to purchase a specified
minimum percentage of that customer's total CSD requirements (or requirements in
a specific CSD
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flavour category) or offer any payment or other advantage conditioned on such
purchasing obligation.
3. Transparency
The Companies' agreements will reflect the following principles:
- Transparency of Performance Obligations. Where an agreement
offers a payment or other advantage in exchange for a
customer's agreeing to carry out a service in relation to
the sale of CSDs (i.e., pay-for-performance), both the
service and the associated payment will be clearly
specified by a Company in the relevant agreement.
- Transparency of Termination Obligations. Where an agreement
allows a customer either to terminate that agreement or to
reduce its commitments to a Company pursuant to that
agreement, the requirements for early termination or
reduction of the customer's obligations will be clearly
specified, including the basis for the calculation of any
payment or payments owed to the Company.
4. Target Rebates
No Rebates will be conditioned on a customer's reaching
individually set purchase thresholds during a prescribed reference period for
any product or product group that includes TCCC-Branded CSDs or on achieving
purchase thresholds or growth rates calculated by reference to purchases of any
product or group of products that includes TCCC-Branded CSDs made in a previous
reference period.
5. Tying Provisions
The Companies will not enter into or maintain in force in any
agreement provisions that condition the supply of any TCCC-Branded Cola CSD or
TCCC-Branded Orange CSD upon agreement by a customer to purchase one or more
additional TCCC-Branded beverages.
6. Assortment or Range Commitments
Where a Company's agreements include Assortment or Range
Commitments for TCCC-Branded CSDs, these will be based on the following
principles:
- Separate Stocking Commitments. Each Company will define
stocking commitments separately for TCCC-Branded Regular
Cola CSDs, TCCC-Branded Light Cola CSDs, and TCCC-Branded
Orange CSDs.
- No Combined Payments. The Companies will not condition any
payment or other advantage granted with respect to any
TCCC-Branded Cola CSDs or TCCC-Branded Orange CSDs upon a
customer's stocking one or more additional TCCC-Branded
beverages.
- Percentage-Based Assortment or Range Payments. The
Companies will not condition any payment or other advantage
on a customer's agreeing that
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a Company's CSDs (or any subset of a Company's CSDs)
comprise a specified percentage of the total number of CSD
SKUs (or of that subset of CSD SKUs) listed by the customer
in the previous year.
7. Agreements Concerning Products of Other Suppliers
The Companies will not enter into or maintain in force in any
agreement provisions that condition the supply of any TCCC-Branded CSD or the
availability or extent of any payment or other advantage on the customer's
obligation to discontinue, reduce, or vary the terms of any agreement or
commercial relationship with any other supplier.
B. THE TAKE-HOME CHANNEL
In addition to the commitments in Section II.A above, the
commitments in this section will be applicable to each Company's dealings with
Take-Home customers in the Countries.
1. Shelf Space Commitments
Where a Company's agreements include Shelf Space Commitments for
TCCC-Branded CSDs, these will be based on the following principles:
- No Exclusivity. The Companies will not require a customer
to dedicate all of its permanent ambient-temperature CSD
sales space to TCCC-Branded CSDs or offer any payment or
other advantage conditioned on a customer's doing so.
- Separate Commitments. Each Company will define Shelf Space
Commitments separately for TCCC-Branded Cola CSDs and
TCCC-Branded Orange CSDs. Any Shelf Space Commitments
relating to Other TCCC-Branded CSDs will not be calculated
by reference to sales of or space allocated to TCCC-Branded
Cola CSDs or TCCC-Branded Orange CSDs.
- TCCC-Branded Cola CSDs. The Companies will not condition
Shelf Space Commitments for TCCC-Branded Cola CSDs on a
customer's providing a proportion of its permanent
ambient-temperature CSD sales space in excess of the
national share of CSD sales accounted for by TCCC-Branded
Cola CSDs in the previous year, less 5% of that share, as
measured by AC Nielsen.
- TCCC-Branded Orange CSDs. The Companies will not condition
Shelf Space Commitments for TCCC-Branded Orange CSDs on a
customer's providing a proportion of its permanent
ambient-temperature CSD sales space in excess of the
national share of CSD sales accounted for by TCCC-Branded
Orange CSDs in the previous year, as measured by AC
Nielsen.
C. THE ON-PREMISE CHANNEL
In addition to the commitments in Section II.A above, the
commitments in this section will be applicable to commercial arrangements, other
than Sponsorship Arrangements
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and Public and Private Tender Agreements, concerning each Company's dealings
with On-Premise customers in the Countries.
1. Financing Agreements
Where a Company enters into Financing Agreements, these will be
based on the following principles:
- Maximum Repayment Term. The term over which a customer may
repay funds advanced under any Financing Agreement will not
exceed five years.
- Loans Not Conditioned on Specified Assortment or Range
Commitments. The Companies' Financing Agreements will not
be conditioned on agreement by a customer to purchase a
specified assortment or range of TCCC-Branded CSDs.
- Customer Option To Repay. Where a Company provides
financing to a customer that is repayable by purchase of
TCCC-Branded CSDs from that Company, the customer will have
the option, upon three months' notice, to repay any
proportion of the loan payments due in cash at a commercial
rate of interest.
- Customer Option To Terminate. Each Company's Financing
Agreements will give customers the option, at any time and
on no more than three months' notice, to repay the
outstanding balance of advanced funds and terminate the
Agreement without any early repayment penalty or other
financial compensation (other than interest at a commercial
rate on the outstanding balance up to the date on which
payment is received).
2. Availability Agreements
Any agreement that requires a customer to make any set of
TCCC-Branded CSDs available in its associated outlets will not exceed five years
and will give the customer an annual option to terminate the agreement without
penalty following an initial term not exceeding three years.
D. SPONSORSHIP AND PUBLIC AND PRIVATE TENDER AGREEMENTS
1. Sponsorship Arrangements
The Companies' Sponsorship Agreements will be based on the
following principles:
- Venue Sponsorship. Where a Company sponsors venues (e.g.,
sports stadia, theme parks), it will not require or provide
payments or other incentives conditioned on agreement that
non-TCCC-Branded CSDs will not be available in the venue,
other than in respect to the sponsoring brands or flavour
categories.
- Event Sponsorship. Where a Company sponsors events that are
limited in duration (e.g., sporting events, festivals),
exclusive CSD supply rights for
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the full range of that Company's CSDs may be linked to the
sponsorship agreement. This exclusion will apply only to
events that do not exceed sixty days per year, which need
not be consecutive.
2. Public and Private Tender Agreements
The Companies' Public and Private Tender Agreements will be based
on the following principles:
- Public Tender Agreements. Each Company may compete for and
enter into Public Tender Agreements containing exclusive
beverage supply rights.
- Private Tender Agreements. Each Company may compete for and
enter into Private Tender Agreements containing exclusive
beverage supply rights, provided that the duration of any
such arrangements is limited to a maximum of five years and
gives the customer an annual option to terminate the
agreement without penalty following an initial term not
exceeding three years. A Company will not enter into any
Private Tender Agreement that, at the time of contracting,
causes any exclusive CSD supply rights contained in its
Private Tender Agreements, in the aggregate, to represent
more than 5% of that Company's annual CSD sales in the
On-Premise Channel.
E. TECHNICAL EQUIPMENT PLACEMENT
The commitments in this section will be applicable to commercial
arrangements concerning the installation and use of technical equipment, other
than as agreed in Sponsorship Agreements and Public and Private Tender
Agreements, to the exclusion of any inconsistent provisions in this Undertaking.
1. Beverage Coolers
The Companies' policies for the placement of Beverage Coolers will
be based on the following principles:
- Rent-Free Placement. Where a Company provides a Beverage
Cooler on a rent-free basis, a customer may be required to
stock that Beverage Cooler only with beverages distributed
by the Company placing the equipment, provided the customer
has other installed chilled beverage capacity in the outlet
to which the consumer has direct access. Where a Beverage
Cooler is provided on a rent-free basis and the customer
does not have other installed chilled beverage capacity in
the outlet to which the consumer has direct access, the
customer will be free to use at least 20% of that Beverage
Cooler's capacity for any products of its choosing.
- Rental Placement. Where a Company provides a Beverage
Cooler in exchange for rental payments, a customer will be
free to stock any products of its choosing in at least 20%
of the capacity of the rented Beverage Cooler.
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o Purchase Placement. Where a customer purchases a Beverage
Cooler from a Company or a cooler manufacturer to which a
Company refers the customer, that customer will be free to
stock the purchased Beverage Cooler with any products of
its choosing.
2. Fountain Dispensers
The Companies' policies for the placement of fountain dispensers
will be based on the following principles:
- Competing Dispensers. The Companies will not require or
provide payments or other incentives for a customer to
refrain from placing competing fountain dispensers or
packaged CSDs on any premises.
- Limited Contractual Duration. The duration of purchase
commitments for products sold through fountain dispensers
provided by each Company will not exceed three years.
- Customer Option To Terminate. Customers will have the
option to terminate such purchase commitments without
penalty with effect at any time following an initial term
not exceeding two years. A Company may require a customer
to provide up to three months' written notice of its
intention to exercise that option.
3. Vending Machines
No agreement under which a Company provides CSD vending machines
to a customer (i.e., where the vending machine is provided either directly to an
outlet or to an independent vending operator or wholesaler) will require or
provide payments or other incentives for the customer to refrain from placing
competing vending machines on any premises.
III. IMPLEMENTATION
A. ENTIRE AGREEMENT
This Undertaking comprises the entire extent of the Companies'
commitments to or agreements or understandings with the European Commission and
supersedes all prior undertakings entered into or agreements or understandings
with the European Commission by any of the Companies.
B. SCOPE OF APPLICATION
The Companies will be bound by this Undertaking.
To ensure that this Undertaking is implemented by all Bottlers in
all Countries, TCCC will use its best efforts to ensure that, within 90 days of
the Effective Date, all such Bottlers (other than the Companies) sign both this
Undertaking and a Bottler's Agreement committing them to abide by the
Undertaking's terms if and as it applies to Countries and Channels in which they
sell TCCC-Branded CSDs. Such best efforts will include informing each such
Bottler that, should it fail to sign both the Undertaking and a Bottler's
Agreement
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committing it to abide by its terms, TCCC will exercise its right to
terminate the relevant Bottler's Agreement. In the event that any such Bottler
does not sign both this Undertaking and a Bottler's Agreement committing it to
abide by the Undertaking's terms, TCCC will serve written notice terminating the
relevant Bottler's Agreement within 120 days of the Effective Date.
TCCC will use its best efforts to procure, by the Full
Implementation Date, the commitment of all Bottlers (other than the Companies)
that are not subject to the Undertaking, by reason of the fact that their
respective territories in the Relevant European Countries are not Countries, to
implement this Undertaking immediately on their territories in the Relevant
European Countries becoming Countries. Such best efforts will include informing
each such Bottler that, should it fail to sign both the Undertaking and a
Bottler's Agreement committing it to abide by its terms, TCCC will exercise its
right to terminate the relevant Bottler's Agreement. In the event that any such
Bottler does not sign both this Undertaking and a Bottler's Agreement committing
it to abide by the Undertaking's terms, TCCC will serve written notice
terminating the relevant Bottler's Agreement within 30 days of the Full
Implementation Date.
Any company that becomes a Bottler in a Country after the
Effective Date will be required, as from the date of becoming a Bottler, to
comply with this Undertaking and, notwithstanding Section III.C below, to
implement the terms of this Undertaking immediately. Any company that, after the
Effective Date, becomes a Bottler in a Relevant European Country that is not a
Country because the applicable thresholds are not met will be required, as from
the date of becoming a Bottler, to sign both this Undertaking and a Bottler's
Agreement committing it to abide by the Undertaking's terms and, notwithstanding
Section III.C below, to implement the terms of this Undertaking immediately on
their territory becoming a Country.
Upon committing to implement the terms of this Undertaking, any
non-Company Bottler in a Country will be treated as a Company for purposes of
this Undertaking.
C. IMPLEMENTATION TIMEFRAME
Upon a Country or Channel becoming subject to this Undertaking on
the Coverage Date, each Company will comply with this Undertaking as set forth
below. Each Company will be responsible for ensuring its compliance with the
Undertaking.
1. New Agreements
All New Agreements will comply with this Undertaking.
2. Existing Agreements
All Existing Agreements will be brought into compliance with this
Undertaking by: (1) in respect of the Companies, the Full Implementation Date;
(2) in respect of non-Company Bottlers in Countries, the Full Implementation
Date; and (3) in respect of Bottlers active in a Country or a Channel that
becomes subject to this Undertaking on the basis of the information contained in
a report provided to the European Commission pursuant to Section III.E.2. of
this Undertaking, no later than the end of the calendar year in which such
report is submitted, unless the report is submitted after June 30, in which case
the relevant Bottler will
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have nine months from the date on which the report is submitted to bring all
existing agreements in a Country or Channel into compliance with this
Undertaking.
D. CHANGES IN APPLICABILITY
Where a Country or Channel ceases to be subject to this
Undertaking because the applicable thresholds are no longer met, the relevant
provisions of the agreements of the Company in question will not be subject to
this Undertaking from the date on which the reports referred to in Section
III.E.2 below are provided to the Commission.
E. REPORTING
1. Notice of Third Party Actions
Each Company will provide the Commission with written notice
promptly upon becoming aware that any third party has commenced an action before
a competent regulatory authority or court alleging that it has violated any of
the terms of this Undertaking.
2. Scope
Each Company will be responsible for identifying among its
territories in Relevant European Countries those Countries and Channels to which
this Undertaking will be applicable.
TCCC will provide the European Commission annually with written
reports listing such Channels and Countries. Such reports will be accompanied by
the market share information (currently available from A.C. Nielsen and Canadean
Limited) on which they are based and an explanation of the conclusions reached
as to the application of this Undertaking.
TCCC will deliver such written reports to the European Commission
within 30 days of the publication of the market share information (currently
available from A.C. Nielsen and Canadean Limited) on which those reports are
based.
3. Compliance Certification
Each Company will provide annually a written report describing
steps taken by that Company to comply with this Undertaking. Such statements
shall confirm that the reporting Company has implemented a compliance program
according to which it has made the Undertaking known to all of its management
and commercial employees and that all such employees are familiar with the terms
of this Undertaking. Such reports will be delivered to the European Commission
on or before March 31 of each year.
F. PUBLICITY
1. Scope of Application
TCCC will publish and keep updated on its website a list of those
Countries and Channels to which this Undertaking is applicable.
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2. Provisions of Undertaking
Each Company will use its best efforts to ensure that this
Undertaking is made known to and is understood by its customers and other
industry participants. Such efforts shall include two specific measures:
- General Terms and Conditions of Sale. The general terms and
conditions of sale of each Company will state expressly on
the back of invoices for all agreements, other than
Sponsorship Agreements and Public and Private Tender
Agreements, that the Company's customers are free to list,
buy, and sell any CSD of any third party.
- Websites. The full text of this Undertaking and a list of
Countries and Channels in which it is applicable will
remain prominently present on the website (or the parts
thereof that are addressed to customers) of each Company.
G. DURATION AND REVIEW
1. Duration
This Undertaking will remain in force for a period of five years
following the Full Implementation Date.
2. Periodic Review
Any Company may seek review with the European Commission of the
application of any provision of this Undertaking to it in light of any material
changes in law or market circumstances or to alleviate any unforeseen hardship
that might make appropriate some exception or modification of its terms,
including, by way of example, in situations where market conditions in a
Country, Channel, or Bottler territory would make application of any of the
Undertaking's terms unwarranted. The European Commission will retain discretion
to decide upon any such application.
H. GOVERNING LANGUAGE
In the event of any dispute, the English-language version of this
Undertaking will be dispositive.