ACTION PENDING COMPLETION. Unless otherwise directed or approved by the Buyer in writing, the Seller shall ensure that the Company and the HK Subsidiaries, as applicable, will, other than as contemplated in this Agreement: 1. not amend, or agree to amend, the memorandum and articles of association (and/or any shareholders' agreement in respect thereof, where applicable);
ACTION PENDING COMPLETION. Unless with the prior written consent of the Investor, each Warrantor jointly and severally undertakes to procure that, between the execution of this Agreement and the Completion Date, each Major Group Company will not:
ACTION PENDING COMPLETION. 71 SCHEDULE 4 ................................................................................................................... 74
ACTION PENDING COMPLETION. 5.1 The Sellers shall procure that, pending Completion:
(a) the Purchaser and its agents will, upon reasonable notice, be allowed access to, and to take copies of, the books and records of each Group Company including, without limitation, the statutory books, minute books, leases, licences, contracts, details of receivables, Intellectual Property, tax records, supplier lists and customer lists in the possession or control of any Group Company;
(b) such representatives and advisers as the Purchaser requests may be designated to work with the Sellers with regard to the management and operations of the Group Companies. The Sellers will consult, and will cause the Group Companies to consult, with such representatives and advisers with respect to any action which may materially affect the business of the Group taken as a whole. The Sellers will provide, and will cause the Group to provide to such representatives and advisers such information as they may reasonably request for this purpose;
(c) the Purchaser is provided with reasonable access to tenants of the Group Companies such that the Purchaser is able to meet, engage and/or communicate with such tenants provided that a representative of the Sellers’ is present during any such meetings, engagements and/or communications;
(d) the Purchaser is provided reasonable access to employees of the Group Companies, provided that a representative of the Sellers’ is present during any meetings with such employees;
(i) Xxxxx Xxxxxxxx; and (ii) the Xxxxx Employees shall become employed by Sentrum Construction so that they shall not be employed or engaged by any Group Company at Completion;
(f) Xxxxxx Sodzawiczny shall (i) terminate the consultancy agreement dated 1 April 2008 and made between Sentrum Services and himself; and (ii) execute a waiver in respect of any and all claims he may have against any Group Company arising out of, inter alia, any such termination; and
(g) each Group Company shall take all reasonable steps to preserve the validity of its Intellectual Property.
5.2 The Sellers shall pending Completion, and for a period of 60 days following completion, co-operate with the Purchaser and provide (or procure that there is provided) to the Purchaser, its representatives and/or advisers such information as the Purchaser, its representatives and/or advisers may reasonably request relating to the “amount of capital” of a Group Company within the meaning of section 691 of CTA 2010 both for the period falling immed...
ACTION PENDING COMPLETION. During the Pre-Completion Period, except: (a) as expressly permitted or required pursuant to the Agreement; (b) as required by law, rule or regulation; (c) as expressly set forth in the corresponding section of the Disclosure Letter; or (d) with the prior written consent of the Buyer (which consent may not be unreasonably withheld or delayed, other than with respect to the matters referred to in paragraphs 2, 3, 4, 6, 9 and 11 of this Schedule 7), each of the Sellers shall procure that each Group Company shall:
ACTION PENDING COMPLETION. 12 7 Completion.................................... 14 8 Obligations after Completion.................. 15 9 Warranties.................................... 15
ACTION PENDING COMPLETION. 1. The Vendor shall procure that, pending Completion:
1. each Group Company will carry on business only in the ordinary course consistent with past practice, save insofar as agreed in writing by the Purchaser (such agreement not to be unreasonably withheld or delayed);
2. the Purchaser and its agents will, upon reasonable notice with the prior written agreement of the Vendor (acting by the Chief Executive Officer, Chief Financial Officer or General Counsel of the Guarantor), (such agreement not to be unreasonably withheld or delayed), be allowed access to, and to take copies of, the books and records of each Group Company including, without limitation, the statutory books, minute books, leases, licenses, contracts, details of receivables, Intellectual Property, tax records, supplier lists and customer lists in the possession or control of any Group Company;
3. such representatives and advisers as the Purchaser reasonably requests with the prior written agreement of the Vendor (acting by the Chief Executive Officer, Chief Financial Officer or General Counsel of the Guarantor), (such agreement not to be unreasonably withheld or delayed), may be designated to work with the Vendor with regard to the management and operations of any of the Group Companies. The Vendor will consult, and will cause the Group Companies to consult, with such representatives and advisers with respect to any action which may materially affect the business of any Group Company taken as a whole. The Vendor will furnish and will cause the Group to provide to such representatives and advisers such information as they may reasonably request for this purpose;
4. each Group Company shall take all reasonable steps to preserve its assets and, in particular, will maintain in force all insurance policies currently in place and all other such insurances normally kept in force; and
5. each Group Company shall take all reasonable steps to preserve the validity of its Intellectual Property.
ACTION PENDING COMPLETION. 6.1 Between the execution of this agreement and Completion or the earlier termination of the rights and obligations of the parties under this agreement the Sellers shall:
6.1.1 use all reasonable endeavours to ensure that the Company complies with schedule 4;
6.1.2 use all reasonable endeavours to ensure that neither they nor the Company does, procures or permits any act or omission which:
(a) constitutes a Relevant Claim or Tax Claim or would constitute a Relevant Claim or Tax Claim if Completion were to take place;
(b) would give rise to a claim under the Tax Covenant if Completion were to take place;
(c) constitutes a breach by any of the Sellers of clause 6.1.1, 13, 14 or 15; or
(d) would or is reasonably likely to result in a Material Adverse Change; and
6.1.3 notify the Buyer together with reasonable details immediately if they become aware of a fact, event or circumstance described in sub- clauses (a) to (d) (inclusive) of clause 6.1.
6.2 Each of the Sellers acknowledges that nothing contained in this clause or schedule 4 or the exercise or failure to exercise any of the Buyer's rights under this clause shall give rise to any liability on the part of the Buyer or any member of the Buyer's Group to any of the Sellers.
ACTION PENDING COMPLETION. 5.1 Between the execution of this Agreement and Completion each Relevant Seller shall cause the Target Group to comply with Clause 5.2 and Schedule 5 and to carry on its business in the ordinary course of business consistent with past practice, except to the extent the Purchaser has otherwise consented in writing. For the avoidance of doubt, each Relevant Seller will procure that each Target Group Company will (a) in good faith and in a manner consistent with past practice, calculate and where appropriate estimate each amount or instalment due in respect of Tax where the due date for payment of such amount or instalment falls prior to Completion (disregarding for these purposes any ability of the Target Company to defer or extend a date for payment); and (b) settle any such amount or instalment with the relevant Tax Authority. However, notwithstanding any other provision of this Agreement, nothing shall prevent the Target Group from taking the actions contemplated by this Agreement, including as set out in Clause 10.4 and Schedule 7, or as disclosed in the Disclosure Schedule.
5.2 Each Relevant Seller covenants and undertakes to the Purchaser that in the period commencing on the day after the Locked Box Date and ending on the Completion Date, except as contemplated by this Agreement, including as set out in Clause 10.4 or Schedule 7, as disclosed in the Disclosure Schedule or to the extent the Purchaser has otherwise consented in writing:
(a) no dividend or other distribution of profits or assets has been or will be declared, paid or made by any Target Group Company;
(b) no payments have been or will be made by or on behalf of a Target Group Company to or for the benefit of any Sellers’ Group Company (other than repayment of borrowing from a Sellers’ Group Company in accordance with this Agreement);
(c) no share capital of any Target Group Company has been or will be redeemed, repurchased or repaid or result in a payment to or an agreement or obligation to make a payment to any person;
(d) no amounts owed to a Target Group Company by any Sellers’ Group Company have been or will be waived or forgiven;
(e) no assets, rights or other benefits have been or will be transferred by a Target Group Company to any Sellers’ Group Company;
(f) no liabilities have been or will be assumed or incurred (or any indemnity given in respect thereof) by a Target Group Company for the benefit of any Sellers’ Group Company;
(g) no Encumbrance (other than a Permitted Encumbrance)...
ACTION PENDING COMPLETION. 3.1 The Company shall not and shall procure that the Subsidiaries shall not without the prior written consent of the Purchaser (such consent not to be unreasonably withheld) prior to Completion:
(a) operate the Business other than in the ordinary course, consistent with past practice, with the aim to preserve its business organisation, including the services of its officers and employees, and its business relationships with customers, suppliers and others having business dealings with it; for the avoidance of doubt, any act or thing as a consequence of which the statements in SCHEDULE 3 would be rendered untrue, incomplete, inaccurate or misleading in any material respect shall be considered to be outside the ordinary course;
(b) make any expenditure which is not within the ordinary course of the business of the Company and its Subsidiaries; or
(c) increase any borrowings of the Company or any of its Subsidiaries other than within the ordinary course of their business.
3.2 The Vendor shall not knowingly do or refrain from doing any act or thing which would render the statements in SCHEDULE 3 untrue, incomplete, inaccurate or misleading in any material respect.
