ACTIONS PENDING COMPLETION Sample Clauses

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. 5.1 The Vendor hereby covenants with and undertakes to the Purchaser that at all times prior to Completion it shall and shall procure that each Company shall: 5.1.1 without the prior written consent of the Purchaser, knowingly do, allow or procure any act to be done or wilful omission which would (or would be likely to) cause, constitute or result in a Breach, except as required to perform the Vendor Reorganisation; 5.1.2 not permit any action to be taken or omitted to be taken (save as herein otherwise contemplated or required) by it or by any Company which would prejudice the continuance for the benefit of the Company of any or all material contracts engagements, business connections and employees subsisting at the date hereof or hereafter in relation to the Business; 5.1.3 permit the Purchaser and its agents, upon reasonable notice, to have access to and to take copies of, the books and records of the Company including, without limitation, the statutory books, minute books, leases, contracts, supplier lists and customer lists in the possession or control of the Company; and 5.1.4 notify the Purchaser promptly upon becoming aware of any fact, matter, omission, act or event which would have constituted a Breach if such fact, matter, omission, act or event had occurred before the date hereof. 5.2 Except as required to perform the Vendor Reorganisation, each the Vendor and Koskelo shall not at any time prior to Completion dispose or attempt to dispose of any interest in its Sale Shares or grant any option over, or mortgage, charge or otherwise encumber or dispose of any of its Sale Shares or enter into discussions with any persons as regards its Sale Shares or any possible sale of the Business or any part of the Business; 5.3 The Vendor hereby covenant with the Purchaser that, except as required to perform the Vendor Reorganisation, it shall procure that the Companies shall not at any time prior to Completion without the prior written consent of the Purchaser: 5.3.1 issue any shares in the capital of Target Companies to any person other than vendor; 5.3.2 subscribe or otherwise acquire, or dispose of any shares in the capital of any company; 5.3.3 dispose of the whole or any material part of its Business; 5.3.4 carry on its Business other than in the ordinary or usual course; 5.3.5 other than in the ordinary course of business, enter into or give or permit or suffer to subsist any guarantee or indemnity or contract of suretyship for or otherwise commit itse...

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.

ACTIONS PENDING COMPLETION. 6.1 The Warrantors and the Seller hereby covenant with and undertake to the Buyer that neither they nor any Target Group Company shall at any time prior to Completion without the prior written consent of the Buyer deliberately do, allow or procure any act or omission which would (or would be likely to) cause, constitute or result in a breach of the Warranties or which would cause any of the Warranties to be untrue, incorrect or misleading. If such an act or omission shall occur prior to Completion, the Seller and the Warrantors shall take all necessary steps to remedy (to the extent that it is possible to do so) the situation resulting or likely to result in a breach of Warranty. 6.2 The Warrantors and the Seller hereby covenant with and undertake to the Buyer that no action will be deliberately taken (save as herein otherwise contemplated or required) by the Warrantors, the Seller or any Target Group Company which prejudices the continuance for the benefit of a Target Group Company of any or all contracts, engagements, business connections and orders subsisting at the date hereof or hereafter in relation to the Business. If such action shall be taken, the Seller and the Warrantors shall take all necessary steps to remedy (to the extent that it is possible to do so) the situation and prevent the discontinuance of any such contract, engagement, business connection or order. 6.3 The Warrantors and the Seller hereby covenant with and undertake to the Buyer that the Buyer and its agents will, upon reasonable notice, be allowed access to the books and records of each Target Group Company including, without limitation, the statutory books, minute books, leases and contracts in the possession or control of a Target Group Company. 6.4 The Warrantors and the Seller hereby covenant with and undertake to the Buyer that the Warrantors and the Seller shall not, at any time prior to Completion: (a) dispose or attempt to dispose of any interest in the Shares or grant any option over, or mortgage, charge or otherwise encumber or dispose of any of the Shares; or (b) enter into discussions with any persons as regards the Shares or any possible sale of the Business or a material part of the Business. 6.5 Without prejudice to the foregoing, the Warrantors and the Seller hereby covenant with and undertake to the Buyer that each Target Group Company shall not at any time prior to Completion without the prior written consent of the Buyer: (a) except as contemplated by Condition ...

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.

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.

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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. 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.