ACTIONS PENDING COMPLETION. 5.1 The Seller shall procure that pending Completion or the earlier termination of this Agreement in accordance with its terms, the Group shall (except as required: (i) under this Agreement; (ii) under any other agreement or commitment made by any Group Company prior to the date of this Agreement as set out in the Data Room; (iii) by applicable laws or Regulatory Requirements; or (iv) with the prior written consent of the Buyer (not to be unreasonably withheld or delayed)):
5.1.1 carry on its business as a going concern in the way carried on prior to the date of this Agreement save that this should not limit the Group’s ability to effect the transactions envisaged to give effect to this Agreement;
5.1.2 take reasonable steps to protect and preserve its assets including the maintenance in force of all existing insurance policies (which, for the avoidance of doubt, does not include any inward or outward insurance contracts or any other insurance or reinsurance contracts entered into by the Syndicates, the Discontinued Syndicate or the Managing Agent) on the same material terms to provide substantially the same level of cover as in force at the date of this Agreement for the benefit of each of the Group Companies; and
5.1.3 give to the Buyer and its authorised representatives reasonable access on reasonable notice during normal business hours to the Properties and to all the books and records of each Group Company and procure that the directors and employees of each Group Company give promptly all such information and explanations with respect to the business and affairs of each Group Company as the Buyer and its authorised representatives may reasonably request provided that the obligations of the Seller under this clause shall not extend to allowing access to information which is subject to legal privilege or which is confidential to the activities of the Seller otherwise than in relation to the Group Companies.
5.2 Pending Completion the Seller shall procure that no Group Company shall (except as required: (i) under this Agreement; (ii) under any other agreement or commitment made by any Group Company prior to the date of this Agreement as set out in the Data Room; (iii) by applicable laws or Regulatory Requirements; or with the prior written consent of the Buyer (not to be unreasonably withheld or delayed)):
5.2.1 resolve to change its name or to alter its Memorandum or Articles of Association;
5.2.2 modify any rights attached to any shares in a Group Com...
ACTIONS PENDING COMPLETION. 29.1 From the Execution Date until the Transfer Time, the Seller shall continue to carry on the Business in the ordinary and usual course with due care and substantially in the same manner that the Business has been carried on prior to the date hereof without any change in the nature, scope or conduct thereof, using the best endeavours to preserve the goodwill and to maintain the profitability and value of the Business, subject to any requirements of Indian law or any restrictions on doing so imposed by this Agreement in accordance with past practices.
29.2 Without prejudice to Clause 8.1 above, Seller agrees with the Purchaser that, from the Execution Date until Completion, it shall give promptly to the Purchaser and its advisers on request such information regarding the Business and access to the Business Properties as the Purchaser may reasonably require, and it has not, and except with the prior written consent of the Purchaser (not to be unreasonably withheld or delayed), it shall not, in relation to the Business or any part thereof:
29.2.1 Dispose or agree to dispose, remove or allow to remove of any of the Business Plant and Machinery and the Business Properties, other than trading stock, scrap, trading materials, waste materials, solvents in the ordinary course of business, or dispose of any of their respective businesses or part thereof, in each case with a value in excess of Rupees Twenty Lakhs (Rs. 20,00,000/-).
29.2.2 Acquire or agree to acquire any business or part of any business or any material asset other than trading stock, scrap, trading materials, waste materials, solvents in the ordinary course of business, in each case with a value in excess of Rupees Twenty Lakhs (Rs. 20,00,000/-) or any shares in any company.
29.2.3 Enter into any joint venture, consortium or partnership agreement which would be a direct competition with Business.
29.2.4 Grant any lease or licence of any of the Business Properties.
29.2.5 Engage in any litigation, arbitration, prosecution or other legal proceedings (other than for normal debt collection or unless it is required to run/protect the Business) in respect of a claim where it is the plaintiff which is, or is likely to be, in excess of Rupees Twenty Lakhs (Rs. 20,00,000/-).
29.2.6 Enter into any transactions, agreements or arrangements that shall obligate the Business in excess of Rupees Twenty Lakhs (Rs. 20,00,000/-) or, which is not on an arm’s length, commercial and on bonafide basis and for the benefit ...
ACTIONS PENDING COMPLETION. 5.1 From the date hereof until Completion, on reasonable notice and during normal business hours, Philipps and its accountants and agents shall be allowed access to all the premises, books of account and other records of the Company and (subject to the terms of the License) shall be allowed access to the Site and to the books of account and other records of the Business, and BOC shall supply any information reasonably required by Xxxxxxxx relating to the Company and the Business.
5.2 BOC undertakes to Philipps that, pending Completion, both the Business and the business of the Company will continue to be carried on in the ordinary course so as to maintain the business of the Company and the Business as a going concern pending Completion.
5.3 Pending Completion all insurance policies normally kept in force in relation to the Company and the Business will be maintained.
5.4 Pending Completion, such representatives and advisers as Xxxxxxxx may reasonably request may be designated to work with BOC (or BOC Limited in the case of the Business) with regard to the management and operations of the Company and the Business respectively. BOC (or BOC Limited) will consult with such representatives and advisers with respect to any action which may materially affect the Company or the Business as the case may be. BOC (or BOC Limited) will furnish to such representatives and advisers such information as they may reasonably request for this purpose.
5.5 Without prejudice to the generality of the foregoing provisions of this clause 5, BOC shall collaborate fully with Xxxxxxxx in relation to the running of the Business and the Company between the date hereof and Completion and during that period shall procure that in relation to the Business and/or the Company, as the case may be, BOC shall not without the prior consent of Philipps, such consent not to be unreasonably withheld or delayed:
5.5.1 (other than pursuant to any agreement or approval existing at the date hereof, details of which are disclosed in the Disclosure Letter) incur or enter into any agreement or commitment involving any capital expenditure exceeding NOK500,000;
5.5.2 incur or enter into or materially amend any material contract or commitment which is not capable of being terminated without compensation at any time with three months' notice or less or which is not in the ordinary course of business (Xxxxxxxx hereby consents to execution of a carbide supply agreement between the Company and NCI, substantial...
ACTIONS PENDING COMPLETION. 7.1 From the Execution Date of this DSA and on the First Closing Date, the Company and the HoldCo shall ensure that the Warranties shall continue to be true, complete, correct and not misleading in any way as of the date hereof and will remain to be true, complete, correct and not misleading as of the First Closing Date, and/ or no Material Adverse Effect and/ or Event of Default have taken place. Each of the Warranties shall remain to be true, complete, correct and not misleading as of date(s) of the subscription of Additional CCDs by the Investor and/ or no Material Adverse Effect and/ or no Event of Default (if curable, which remains unremedied as per Investor’s decision) shall subsist on any subsequent closing date(s) with respect to the allotment and subscription of Additional CCDs.
7.2 Without prejudice to the provisions of this Clause 7.2, the Company and the HoldCo shall immediately (and in any event within 15 (fifteen) Business Days of occurrence) notify, in writing, the Investor of any event, matter, circumstance, condition or state of fact or thing which constitutes a misrepresentation or a breach of any of the Warranties or has a Material Adverse Effect on the Company and/ or the HoldCo, and shall, within 15 (fifteen) Business Days of request from the Investor provide the particulars as such that the Investor may request in relation to the aforementioned occurrence. This provision shall also be applicable in case of acquisition of the Additional CCDs.
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ACTIONS PENDING COMPLETION. 7.1 From the Execution Date of this DSA, the Company and the HoldCo shall ensure that: (a) the representations and warranties as set out in Clause 10.1.2 and in Part A of Schedule VI herein shall continue to be true, complete, correct and not misleading in any way as of the date hereof and will remain to be true, complete, correct and not misleading as of the First Closing Date; and (b) representations and warranties as set out in Part B of Schedule VI herein shall continue to be true, complete, correct and not misleading in any way as of the date hereof and will remain to be true, complete, correct and not misleading on each date until the final conversion date of the KDCF Investor CCDs; and (c) no Material Adverse Effect and/ or Event of Default have taken place.
7.2 Without prejudice to the provisions of this Clause 7.2, the Company and the HoldCo shall immediately (and in any event within 15 (fifteen) Business Days of occurrence) notify, in writing, the Investor of any event, matter, circumstance, condition or state of fact or thing which constitutes a misrepresentation or a breach of any of the Warranties or has a Material Adverse Effect on the Company and/ or the HoldCo, and shall, within 15 (fifteen) Business Days of request from the Investor provide the particulars as such that the Investor may request in relation to the aforementioned occurrence.
ACTIONS PENDING COMPLETION. 5.1 To the extent not completed prior to the date of this Agreement, the Vendor and the Purchaser shall jointly continue all requisite notifications and all consultations with trade unions, works councils and any and all similar bodies in each relevant jurisdiction, including those required under the Dutch Merger Code (SER-besluit Fusiegedragsregels 2000) and the Works Council Act (Wet op de ondernemingsraden).
5.2 The Vendor shall procure that between the date of this Agreement and the Completion Date:
(a) the Purchaser is given such information regarding the business, assets, liabilities and affairs of the Group Companies as the Purchaser may reasonably require;
(b) the Purchaser and any person so authorized by the Purchaser is given access, during regular business hours and upon reasonable advance notice, to all Premises, books and records of each Group Company so notified to the Vendor by the Purchaser in the notice referred to herein.
5.3 The Vendor shall procure that pending Completion, no Group Company shall without the Purchaser’s prior written consent (such consent not being unreasonably withheld):
(a) create, extend, grant, issue or permit to subsist any Encumbrance over any of its assets, undertakings or revenues, except in the ordinary course of business;
(b) acquire or dispose of any asset with a value of more than € 100,000;
(c) assume or guarantee the obligations of, or make any loans or advances to, any third party;
(d) create, issue or increase any shares or loans, give any option in respect of any shares or loans, or materially change the principal amount or amend the terms of any debt to any third party, including the Vendor;
(e) enter into any capital commitment (i.e. investment in fixed assets) which individually exceeds the sum of € 100,000 (one hundred thousand euros);
(f) make any material increase in the remuneration of any of the its directors, officers or employees or make any material change in the terms and conditions of employment of any of its directors, officers or employees , except as required by applicable law or regulation;
(g) enter into or terminate any material agreement or arrangement, except in the ordinary course of business;
(h) renew any guarantee or security for the obligations of any third party;
(i) enter into any material agreement or arrangement with a member of the Vendor’s Group, except in the ordinary course of business;
(j) declare or pay any dividend or other distribution in kind, whether from capital o...
ACTIONS PENDING COMPLETION. 5.1 Vendor’ general obligations Except as permitted in the SPA or where any prior written consent of the Purchaser has been given to the Vendor, the Vendor covenants and undertakes to use its best endeavour to ensure that as from the date of the SPA and pending Completion, the Vendor continues to conduct its present business according to its present practice and in the ordinary course of business and specifically ensure that it does not put the ownership and control of any of its key business contracts at risk, nor change its present business, nor commence any new business.
5.2 Due diligence access
(a) Without prejudice to the Warranties and undertakings, in order to enable the due diligence investigations referred to in Paragraph 3.1 to be carried out, the Vendor shall provide and Ng Xxxx Xxxx and Xxxxx Xxxx Ling Ping shall procure the Vendor, to provide the Purchaser and its representatives and agents with access and entry to the relevant premises where all the records, books and accounts of the Vendor are held, subject to the receipt by the Vendor of the Purchaser’s written request for access and entry at least 3 business days before the access and entry to the relevant premises is carried out.
(b) The Vendor shall procure for the Purchaser and its representatives and agents, all the reasonable assistance, co-operation and access necessary for the due diligence subject to the receipt by the Vendor of the Purchaser’s written request for access at least three (3) business days before the access is carried out and each shall on written request of the other provide copies of all relevant documents.
ACTIONS PENDING COMPLETION. The Sellers agree to use their best efforts to take, or cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper or desirable to obtain a new power of attorney executed by CINL conveying all of the Shares owned by it in favour of Xx X. van Rappard and deliver such power of attorney to the Purchaser within 72 hours of the date hereof. Upon written notice to the Sellers, the Purchaser may terminate this Agreement at any time prior to Completion if the Sellers fail to deliver such power of attorney within such 72-hours period.
ACTIONS PENDING COMPLETION. Except to the extent consented to in writing by Acquirer, Seller shall use all legal means to provide that until the Completion Date, each Group Member will conduct its business, operations, activities and practices only in the ordinary course of business, consistent with past practice. In addition to the foregoing, Seller shall use all legal means to provide that from the date hereof to the Completion Date, no Group Member shall issue new shares, authorize or make share repurchases (except as required by the Gesellschaftsvertrag der Tech Data Germany GmbH & Co. KG and as a compensation to objecting shareholders according to the Resolution under No. 9 of the General Meeting of Shareholders of Macrotron on April 2, 1998) or declare or pay any dividend or distribution, and no member of the TD Group shall dispose of any Macrotron Shares.
