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 Company; 5.2.3 create, or issue, or grant a right or option to acquire (either by transfer or subscription), shares in the capital of a Group Company or securities which are convertible into the same, or issuing securities giving a right over any shares in the capital of a Group Company; 5.2.4 capitalise or repay an amount standing to the credit of a reserve of a Group Company or redeem or purchase shares in the capital of a Group Company or otherwise alter or reorganise the share capital of a Group Company; 5.2.5 admit a person as a member of a Group Company or transfer, or approve the transfer of, shares in a Group Company; 5.2.6 create or allow to come into being an Encumbrance over any shares or uncalled capital or create an Encumbrance over any assets of a Group Company; 5.2.7 declare, pay or make a dividend or other distribution other than the Agreed Dividend; 5.2.8 create or issue debt or hybrid securities, or grant a right to acquire debt or hybrid securities or any securities convertible into the same; 5.2.9 acquire shares or securities issued by another company other than as part of its ordinary course of business dealings in relation to its Investments; 5.2.10 enter into a partnership, consortium, association or joint venture with any third party outside the ordinary course of business; 5.2.11 except in the ordinary course of business, alter or agree to any alteration of the terms of employment or remuneration of any employee whose salary exceeds £100,000 or dismiss any such employee (other than for cause); 5.2.12 resolve to be voluntarily wound up; or 5.2.13 make any material change to its accounting practices or policies (except to the extent required to comply with any changes in generally accepted accountancy practice); 5.2.14 commence litigation or arbitration proceedings other than in the ordinary course of business; 5.2.15 commute or agree to commute any insurance or reinsurance contract, where the amount that would be due in the absence of such commutation may exceed £500,000; 5.2.16 amend or terminate a Material Contract; 5.2.17 create or incur borrowing or indebtedness, or amend the terms of its existing borrowing or indebtedness; 5.2.18 give a guarantee, indemnity nor other agreement to secure, or incur financial or other obligations with respect to, another person’s obligation outside the ordinary course of business; 5.2.19 create a new employee benefit or pension scheme or other employee incentive arrangement or alter the rates or terms of its contributions to any such existing arrangement; 5.2.20 enter into any agreement, arrangement or obligation with the Seller or any person with which the Seller is Connected or any agreement, arrangement or obligation in which the Seller or any person Connected with the Seller is interested; 5.2.21 alter or agree to alter any terms of employment or benefits of its employees or alter any working practices or collective agreements relating to such practices; 5.2.22 agree to do any of the matters referred to in this clause 5.2. 5.3 Save as provided in this Agreement in connection with the satisfaction of the Conditions, pending Completion the Seller shall not, directly or indirectly: 5.3.1 participate in discussions or enter into an agreement with a person (other than the Buyer) in connection with the sale of: (a) any of the shares in a Group Company; or (b) all or a material part of the business of a Group Company; or 5.3.2 provide information relating to a Group Company or its businesses to any person (other than the Buyer or its representatives) if the Seller might reasonably be expected to believe that the recipient of that information might use it or allow it to be used in connection with considering a potential acquisition of: (a) any of the shares in a Group Company; or (b) all or a material part of the business of a Group Company. 5.4 The Seller, for itself and on behalf of all of the members of the Seller’s Group: 5.4.1 acknowledges and agrees that, with effect on and from the Completion Date, there are no Liabilities owing to it or any Seller’s Group Company by any Group Company; and 5.4.2 with effect on and from Completion, the Seller (for itself and on behalf of all members of the Seller’s Group) waives any rights in respect of any Liabilities owing to it or any Seller’s Group Company by any Group Company; and 5.4.3 with effect on and from the Completion Date, the Seller (for itself and each member of the Seller’s Group) unconditionally and irrevocably releases and discharges all members of the Buyer’s Group and all Group Companies and all of their respective directors, officers and employees from any and all Liabilities other than any Liabilities under, or which are preserved by, this Agreement.
Appears in 1 contract
ACTIONS PENDING COMPLETION. 5.1 The Seller Vendor hereby covenants with and undertakes to the Purchaser that at all times prior to Completion it shall and 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 each 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 shall:
5.1.1 without the prior written consent of the Buyer (not Purchaser, knowingly do, allow or procure any act to be unreasonably withheld done or delayed)):
5.1.1 carry on its business wilful omission which would (or would be likely to) cause, constitute or result in a Breach, except as a going concern in required to perform 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 AgreementVendor Reorganisation;
5.1.2 take reasonable steps not permit any action to protect and preserve its assets including be taken or omitted to be taken (save as herein otherwise contemplated or required) by it or by any Company which would prejudice 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 continuance for the benefit of each the Company of any or all material contracts engagements, business connections and employees subsisting at the Group Companies; anddate hereof or hereafter in relation to the Business;
5.1.3 give to permit the Buyer Purchaser and its authorised representatives agents, upon reasonable notice, to have access on reasonable notice during normal business hours to the Properties and to all 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 Group Company 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 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 Companies 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 at any other agreement or commitment made by any Group Company time prior to the date of this Agreement as set out in the Data Room; (iii) by applicable laws or Regulatory Requirements; or with Completion without the prior written consent of the Buyer (not to be unreasonably withheld or delayed)):Purchaser:
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 Company;
5.2.3 create, or issue, or grant a right or option to acquire (either by transfer or subscription), shares in the capital of a Group Company or securities which are convertible into the same, or issuing securities giving a right over 5.3.1 issue any shares in the capital of a Group CompanyTarget Companies to any person other than vendor;
5.2.4 capitalise 5.3.2 subscribe or repay an amount standing to the credit otherwise acquire, or dispose of a reserve of a Group Company or redeem or purchase any shares in the capital of a Group Company or otherwise alter or reorganise the share capital of a Group Companyany company;
5.2.5 admit a person as a member 5.3.3 dispose of a Group Company or transfer, or approve the transfer of, shares in a Group Company;
5.2.6 create or allow to come into being an Encumbrance over any shares or uncalled capital or create an Encumbrance over any assets of a Group Company;
5.2.7 declare, pay or make a dividend or other distribution other than the Agreed Dividend;
5.2.8 create or issue debt or hybrid securities, or grant a right to acquire debt or hybrid securities whole or any securities convertible into the same;
5.2.9 acquire shares or securities issued by another company other than as material part of its ordinary course of business dealings in relation to its InvestmentsBusiness;
5.2.10 enter into a partnership, consortium, association or joint venture with any third party outside the ordinary course of business;
5.2.11 except 5.3.4 carry on its Business other than in the ordinary course of business, alter or agree to any alteration of the terms of employment or remuneration of any employee whose salary exceeds £100,000 or dismiss any such employee (other than for cause)usual course;
5.2.12 resolve to be voluntarily wound up; or
5.2.13 make any material change to its accounting practices or policies (except to the extent required to comply with any changes in generally accepted accountancy practice);
5.2.14 commence litigation or arbitration proceedings 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 itself in respect of the due payment of money or the performance of any contract, engagement or obligation of any other person or body;
5.2.15 commute 5.3.6 grant any lease of third party right in respect of any of or any part of the Properties or assign or dispose or deal with any of the Properties or any part of any of them;
5.3.7 propose or pay any dividend or propose or make any other distribution;
5.3.8 enter into any partnership or joint venture;
5.3.9 incur any capital expenditure in excess of €100,000 or dispose of any asset;
5.3.10 mortgage or charge or permit the creation of Encumbrance or redeem any of the foregoing other than Permitted Encumbrances;
5.3.11 make any loan or give any credit (other than normal trade credit) or acquire any loan capital of any corporate body (wherever incorporated);
5.3.12 surrender or agree to commute any insurance or reinsurance contract, where material change in terms of any substantial agreement to which it is from time to time a party;
5.3.13 borrow any money if immediately thereafter the amount that of outstanding borrowings of the Company would be due exceed €200,000; or
5.3.14 other than in the absence of such commutation may exceed £500,000;
5.2.16 amend or terminate a Material Contract;
5.2.17 create or incur borrowing or indebtedness, or amend the terms of its existing borrowing or indebtedness;
5.2.18 give a guarantee, indemnity nor other agreement to secure, or incur financial or other obligations with respect to, another person’s obligation outside the ordinary course of business;
5.2.19 create a new employee benefit or pension scheme or other employee incentive arrangement or alter the rates or terms of its contributions to any such existing arrangement;
5.2.20 business enter into any agreementtransaction with any officer, arrangement director or obligation with the Seller or any person with which the Seller is Connected or any agreement, arrangement or obligation in which the Seller or any person Connected with the Seller is interested;
5.2.21 alter or agree to alter any terms of employment or benefits of its employees or alter any working practices or collective agreements relating to such practices;
5.2.22 agree to do any of the matters referred to in this clause 5.2shareholder.
5.3 Save as provided in this Agreement in connection with the satisfaction of the Conditions, pending Completion the Seller shall not, directly or indirectly:
5.3.1 participate in discussions or enter into an agreement with a person (other than the Buyer) in connection with the sale of:
(a) any of the shares in a Group Company; or
(b) all or a material part of the business of a Group Company; or
5.3.2 provide information relating to a Group Company or its businesses to any person (other than the Buyer or its representatives) if the Seller might reasonably be expected to believe that the recipient of that information might use it or allow it to be used in connection with considering a potential acquisition of:
(a) any of the shares in a Group Company; or
(b) all or a material part of the business of a Group Company.
5.4 The Seller, for itself and on behalf of all of the members of the Seller’s Group:
5.4.1 acknowledges and agrees that, with effect on and from the Completion Date, there are no Liabilities owing to it or any Seller’s Group Company by any Group Company; and
5.4.2 with effect on and from Completion, the Seller (for itself and on behalf of all members of the Seller’s Group) waives any rights in respect of any Liabilities owing to it or any Seller’s Group Company by any Group Company; and
5.4.3 with effect on and from the Completion Date, the Seller (for itself and each member of the Seller’s Group) unconditionally and irrevocably releases and discharges all members of the Buyer’s Group and all Group Companies and all of their respective directors, officers and employees from any and all Liabilities other than any Liabilities under, or which are preserved by, this Agreement.
Appears in 1 contract
ACTIONS PENDING COMPLETION. 5.1 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 procure 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 pending 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 5.1(j), permit or cause to be proposed any alteration to its share capital (including any increase thereof) or the earlier termination rights attaching to its shares;
(b) except as contemplated by Condition 5.1(j), create, allot, issue, redeem, consolidate, convert or sub-divide any share or loan capital or grant or agree to grant any options for the issue of this Agreement any share or loan capital;
(c) except as contemplated by Condition 5.1(j), subscribe or otherwise acquire, or dispose of any shares in the capital of any company;
(d) acquire or dispose of the whole or part of the undertaking of it or of any other person, firm or company or acquire or dispose of an asset except in the ordinary course of its business or assume or incur a liability, obligation or expense (actual or contingent) except in the ordinary course of its business;
(e) except as contemplated by Condition 5.1(j), send any notice to its shareholders or pass any shareholder resolution;
(f) cease or propose to cease to carry on its business or be wound up or enter into receivership, or any form of management or administration over its assets;
(g) permit or suffer any of its insurances to lapse or do anything which would make any policy of insurance void, null or voidable or might result in an increase in the premium payable under any policy of insurance or prejudice the ability to effect equivalent insurance in the future;
(h) apply or permit its directors to apply to petition to the Court for an examinership or similar order to be made in respect of it;
(i) make any change to its auditors, its bankers or the terms of the mandate given to such bankers in relation to its account(s), or its accounting reference date;
(j) except as contemplated by Condition 5.1(j) or by execution of the Lease, enter into or vary any transaction or arrangement with, or for the benefit of any of its directors or shareholders or any other person who is a Connected Person with any of its directors or shareholders;
(k) borrow monies (other than by way of its agreed overdraft facility) or accept credit (other than normal trade credit) or make payments out of or drawings on its bank accounts other than 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 usual practice prior to the date of this Agreement as set out or amend the terms of its borrowings or indebtedness in the Data Room; nature of borrowing;
(iiil) by applicable laws make any payment otherwise than on an arm's length basis;
(m) enter into or Regulatory Requirements; give or (iv) with the prior written consent permit or suffer to subsist any guarantee of or indemnity or contract of suretyship for or otherwise commit itself in respect of the Buyer due payment of money or the performance of any contract, engagement or obligation of any other person or body;
(not n) propose, pay, declare or make any dividend or propose, declare or make any other distribution;
(o) enter into any partnership or joint venture;
(p) incur any capital expenditure (including obligations under hire purchase and leasing arrangements) exceeding in aggregate EUR100,000 (one hundred thousand euro) or as regards any single item EUR50,000 (fifty thousand euro);
(q) dispose of any asset of a capital nature with a book or market value in excess of EUR25,000 (twenty five thousand euro);
(r) provide a gratuitous benefit to be unreasonably withheld an officer or delayedemployee (or any of their dependants) or employ, engage or terminate the employment or engagement of a person other than a new accounts manager;
(s) vary or make any binding decisions on the terms of employment and service of any officer or employee increase or vary the salary or other benefits of any such officer or employee or appoint or dismiss any officer or such employee;
(t) create or permit the creation of or suffer to subsist any Encumbrance over the whole or any part of its assets or redeem any Encumbrance over any asset of any Target Group Company;
(u) make any loan or give any credit (other than normal trade credit) or acquire any loan capital of any corporate body (wherever incorporated)):;
5.1.1 carry (v) surrender or agree to any material change in the terms of any substantial agreement to which it is from time to time a party;
(w) enter into or amend or vary any leasing, hire, hire purchase or other agreement for payment on deferred terms or any unusual or onerous contract or any other material or major or long term contract;
(x) make any change in 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 or do any act or thing (whichincluding, 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 Agentprocess accounts receivable and/or accounts payable) 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 Company;
5.2.3 create, or issue, or grant a right or option to acquire (either by transfer or subscription), shares in the capital of a Group Company or securities which are convertible into the same, or issuing securities giving a right over any shares in the capital of a Group Company;
5.2.4 capitalise or repay an amount standing to the credit of a reserve of a Group Company or redeem or purchase shares in the capital of a Group Company or otherwise alter or reorganise the share capital of a Group Company;
5.2.5 admit a person as a member of a Group Company or transfer, or approve the transfer of, shares in a Group Company;
5.2.6 create or allow to come into being an Encumbrance over any shares or uncalled capital or create an Encumbrance over any assets of a Group Company;
5.2.7 declare, pay or make a dividend or other distribution other than the Agreed Dividend;
5.2.8 create or issue debt or hybrid securities, or grant a right to acquire debt or hybrid securities or any securities convertible into the same;
5.2.9 acquire shares or securities issued by another company other than as part of its ordinary course of business dealings in relation to its Investments;
5.2.10 enter into a partnership, consortium, association or joint venture with any third party outside the ordinary course of its business;
5.2.11 except (y) conduct any litigation (save for the collection of debts arising in the ordinary course of business, alter ) or agree settle or compromise any claim or dispute or waive a right in relation to any alteration of the terms of employment or remuneration of any employee whose salary exceeds £100,000 or dismiss any such employee (other than for cause);
5.2.12 resolve to be voluntarily wound up; or
5.2.13 make any material change to its accounting practices or policies (except to the extent required to comply with any changes in generally accepted accountancy practice);
5.2.14 commence litigation or arbitration proceedings other than in the ordinary course of businessproceedings;
5.2.15 commute or agree to commute any insurance or reinsurance contract, where the amount that would be due in the absence of such commutation may exceed £500,000;
5.2.16 amend or terminate (z) make a Material Contract;
5.2.17 create or incur borrowing or indebtedness, or amend the terms of its existing borrowing or indebtedness;
5.2.18 give a guarantee, indemnity nor other agreement to secure, or incur financial or other obligations with respect to, another person’s obligation outside the ordinary course of business;
5.2.19 create a new employee benefit or pension scheme or other employee incentive arrangement or alter the rates or terms of its contributions to any such existing arrangement;
5.2.20 enter into any agreement, arrangement or obligation with the Seller or any person with which the Seller is Connected or any agreement, arrangement or obligation in which the Seller or any person Connected with the Seller is interested;
5.2.21 alter or agree to alter any terms of employment or benefits of its employees or alter any working practices or collective agreements relating to such practices;
5.2.22 agree to do any claim under Section 597 of the matters referred to in this clause 5.2.
5.3 Save as provided in this Agreement in connection with the satisfaction of the Conditions, pending Completion the Seller shall not, directly or indirectly:
5.3.1 participate in discussions or enter into TCA which affects an agreement with a person (other than the Buyer) in connection with the sale of:
(a) asset owned by any of the shares in a Target Group Company; or
(baa) all amend or a material part discontinue (wholly or partly) any of the business Pension Schemes (as defined in paragraph 16(a) of a Group Company; or
5.3.2 provide information relating to a Group Company Schedule 4) or its businesses communicate to any person member or former member, officer or employee of any of the Pension Schemes a plan, proposal or an intention to amend, discontinue (other than wholly or partly), or exercise a discretion, in relation to such Pension Scheme.
6.6 The Warrantors and the Seller undertake to the Buyer or its representatives) if to co-operate with the Seller might reasonably be expected to believe that the recipient of that information might use it or allow it to be used in connection with considering a potential acquisition ofBuyer to:
(a) any ensure the efficient continuation of management of the shares in a Target Group Companyafter the date of this Agreement; orand
(b) all or a material part prepare for the introduction of the business Buyer's Code of a Group CompanyEthics in readiness for Completion.
5.4 The Seller, for itself and on behalf of all 6.7 Within two (2) Business Days of the members date of the Seller’s Group:
5.4.1 acknowledges and agrees that, with effect on and from the Completion Date, there are no Liabilities owing to it or any Seller’s Group Company by any Group Company; and
5.4.2 with effect on and from Completionthis Agreement, the Seller (for itself and on behalf shall send to the holders of all members shares in the Target Group Companies who are employees or former employees of the Seller’s Group) waives any rights in respect of any Liabilities owing to it Target Group or any Seller’s Seller Group Company by any Group Company; and
5.4.3 with effect on and from the Completion Date, the Seller (for itself and each member of the Seller’s Group) unconditionally and irrevocably releases and discharges all members of the Buyer’s Group and all Group Companies and all of their respective directors, officers and employees from any and all Liabilities other than any Liabilities under, or which are preserved by, this Agreementnot another Target Group Company (the "THIRD PARTY SHAREHOLDERS") the Notices of Extraordinary General Meeting required to initiate the procedure for the redemption and cancellation of shares held by the Third Party Shareholders.
Appears in 1 contract
ACTIONS PENDING COMPLETION. 5.1 The Seller shall procure that pending Completion or Warrantors undertake to the earlier termination of this Agreement Purchaser that, 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 period from the date of this Agreement as set out in to Completion, the Data Room; Company and each of the Subsidiaries shall (iii) by applicable laws or Regulatory Requirements; or (iv) except with the prior written consent of the Buyer (Purchaser) which consent shall not to be unreasonably withheld or delayed)):delayed:-
5.1.1 carry on 14.1 continue its business in the ordinary and usual course and so as to maintain the same as a going concern concern;
14.2 not enter into any contract, transaction or arrangements with the Vendors or any person connected (as such term is defined in section 839 of the Taxes Act 1988) with the Vendors (other than in respect of the payment of any remuneration properly accrued due or repayment of business or other expenses properly incurred);
14.3 save for any increases to which any director or employee is contractually entitled or which are made pursuant to any review policy currently in force and which are disclosed in the way carried on prior Disclosure Letter not increase or agree to increase the remuneration (including, without limitation, pension contributions, bonuses, commissions and benefits in kind) of its directors or employees (other than minor increases which the Warrantors shall notify to the date Purchaser as soon as reasonably possible) or provide or agree to provide any gratuitous payment or benefit in excess of this Agreement save that this should (Pounds)5,000 to any such person or any of their dependants and no employees (other than casual employees or employees whose remuneration does not limit exceed (Pounds)30,000 per annum) shall be engaged or dismissed or have their terms of employment altered in the Group’s ability to effect case of the transactions envisaged to give effect to this AgreementWarrantors, in any respect and, in the case of any other employee, in any material respect;
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 14.4 not include amend or discontinue 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 Pension Schemes or communicate to the Buyer and its authorised representatives reasonable access on reasonable notice during normal business hours any employee any plan, proposal or intention 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 amend, discontinue or which is confidential to the activities of the Seller otherwise than exercise any discretion in relation to any of the Group Companies.Pension Schemes;
5.2 Pending Completion 14.5 not acquire or agree to acquire (other than 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 proposed acquisition of a new accounting and administration system and the date proposed lease of this Agreement as the "Midland Bank building" in Bournemouth, on the terms details of which are set out in the Data Room; Disclosure Letter) or dispose or agree to dispose of any material asset (iiiother than in the normal course of business) by applicable laws or Regulatory Requirements; enter into any contract or with the prior written consent arrangement involving expenditure or liabilities in excess 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 AssociationPounds)50,000;
5.2.2 modify 14.6 not make any rights attached to payments out of any shares bank or deposit account exceeding in a Group Companyaggregate (Pounds)50,000 (except for payments in the normal course of business);
5.2.3 create, 14.7 not create or issue, agree to create any further security over or grant a right encumber or option agree to acquire (either by transfer or subscription), shares in the capital encumber any of a Group Company or securities which are convertible into the same, or issuing securities giving a right over any shares in the capital of a Group Company;
5.2.4 capitalise or repay an amount standing to the credit of a reserve of a Group Company its assets or redeem or purchase shares agree to redeem any existing security or give or agree to give any guarantees or indemnities;
14.8 not alter or agree to alter the terms of any existing borrowing facilities or arrange additional borrowing facilities or incur other indebtedness for borrowed money (other than pursuant to any existing borrowing facilities);
14.9 not alter or agree to alter or terminate or agree to terminate any agreement to which it is a party (and which involves expenditure of more than (Pounds)50,000 in total) or enter into any unusual or abnormal contract or commitment save for the proposed acquisition of a new accounting and administration system and the proposed lease of the "Midland Bank building" in Bournemouth, on the terms details of which are set out in the capital of a Group Company or otherwise alter or reorganise the share capital of a Group CompanyDisclosure Letter;
5.2.5 admit a person 14.10 enter into (save as a member of a Group Company defendant, having given prompt written notice thereof to the Purchaser) any litigation or transfer, arbitration proceedings (other than routine debt collection or approve as disclosed in the transfer of, shares in a Group CompanyDisclosure Letter);
5.2.6 create or allow to come into being an Encumbrance over any shares or uncalled capital or create an Encumbrance over any assets of a Group Company;
5.2.7 14.11 not declare, pay or make a any dividend or other distribution of capital within the meaning of the Taxes Act 1988 nor redeem or purchase any of its shares;
14.12 not create, allot or issue any share or loan capital or other securities or acquire any shares or other interest in any other company;
14.13 not pass any resolution in general meeting other than to re-register the Agreed DividendCompany as a private limited company;
5.2.8 create 14.14 continue its insurance policies and do nothing to render such policies void or issue debt or hybrid securities, or grant a right to acquire debt or hybrid securities or any securities convertible into the samevoidable;
5.2.9 acquire shares 14.15 make any change in any method or securities issued by another company other than as part practice of its ordinary course of business dealings in relation to its Investments;
5.2.10 enter into a partnership, consortium, association or joint venture with any third party outside the ordinary course of business;
5.2.11 accounting except in the ordinary course of business, alter or agree to any alteration of the terms of employment or remuneration of any employee whose salary exceeds £100,000 or dismiss for any such employee (other than for cause);
5.2.12 resolve to be voluntarily wound up; or
5.2.13 make any material change to its accounting practices required by reason of law or policies (except to the extent required to comply with any changes in generally accepted accountancy practice);
5.2.14 commence litigation or arbitration proceedings other than in the ordinary course of business;
5.2.15 commute or agree to commute any insurance or reinsurance contract, where the amount that would be due in the absence of such commutation may exceed £500,000;
5.2.16 amend or terminate a Material Contract;
5.2.17 create or incur borrowing or indebtedness, or amend the terms of its existing borrowing or indebtedness;
5.2.18 give a guarantee, indemnity nor other agreement to secure, or incur financial or other obligations with respect to, another person’s obligation outside the ordinary course of business;
5.2.19 create a new employee benefit or pension scheme or other employee incentive arrangement or alter the rates or terms of its contributions to any such existing arrangement;
5.2.20 enter into any agreement, arrangement or obligation with the Seller or any person with which the Seller is Connected or any agreement, arrangement or obligation in which the Seller or any person Connected with the Seller is interested;
5.2.21 alter or agree to alter any terms of employment or benefits of its employees or alter any working practices or collective agreements relating to such practices;
5.2.22 agree to do any of the matters referred to in this clause 5.2.
5.3 Save as provided in this Agreement in connection with the satisfaction of the Conditions, pending Completion the Seller shall not, directly or indirectly:
5.3.1 participate in discussions or enter into an agreement with a person (other than the Buyer) in connection with the sale of:
(a) any of the shares in a Group Company; or
(b) all or a material part of the business of a Group Company; or
5.3.2 provide information relating to a Group Company or its businesses to any person (other than the Buyer or its representatives) if the Seller might reasonably be expected to believe that the recipient of that information might use it or allow it to be used in connection with considering a potential acquisition of:
(a) any of the shares in a Group Company; or
(b) all or a material part of the business of a Group Company.
5.4 The Seller, for itself and on behalf of all of the members of the Seller’s Group:
5.4.1 acknowledges and agrees that, with effect on and from the Completion Date, there are no Liabilities owing to it or any Seller’s Group Company by any Group Companyregulation; and
5.4.2 with effect on 14.16 give all reasonable co-operation to the Purchaser (where applicable at the Purchaser's expense) so as to ensure a smooth, orderly and from Completion, the Seller (for itself and on behalf efficient continuation of all members management of the Seller’s Group) waives any rights in respect of any Liabilities owing to it or any Seller’s Group Company by any Group Company; and
5.4.3 with effect on and from the Completion Date, the Seller (for itself and each member of the Seller’s Group) unconditionally and irrevocably releases and discharges all members of the Buyer’s Group and all Group Companies and all of their respective directors, officers and employees from any and all Liabilities other than any Liabilities under, or which are preserved by, this AgreementSubsidiaries after Completion.
Appears in 1 contract
ACTIONS PENDING COMPLETION. 5.1 The Seller shall procure that pending 6.1. From the Execution Date through to the Completion or the earlier termination of this Agreement in accordance with its termsDate, 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 Sellers with respect to the business Seller Warranties and affairs of each Group Company the Founders with respect to the Warranties shall ensure that the Seller Warranties and the Warranties, as the Buyer case may be, shall continue to be true and its authorised representatives may reasonably request provided correct on and as of the Completion Date as if made on and as of the Completion Date, and in particular shall ensure that the obligations conduct of the Seller business of the Company is done accordingly. The Parties shall give each other prompt notice of any event, condition or circumstance occurring from the date hereof until the Completion Date that would constitute a violation or breach of any of the Warranties, if such Warranty were made as of any date from the date hereof until the Completion Date, or that would constitute a violation or breach of any terms and conditions contained in this Agreement.
6.2. Further, except as consented to in writing by the Purchaser or required under this clause Agreement, it being agreed that such writing may be in the form of an agreed ‘budget’ between the Founders and the Purchaser, the Sellers and / or the Founders shall not extend to allowing access to information which is subject to legal privilege or which is confidential to not, and the activities of the Seller otherwise than in relation to the Group Companies.
5.2 Pending Completion the Seller Sellers shall procure that no Group the Company shall does not (except as required: (i) under this Agreement; (ii) under any other agreement or commitment made unless approved in writing by any Group Company the Purchaser), prior to the date of this Agreement as set out in Completion Date:
6.2.1. Conduct 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 Company;
5.2.3 create, or issue, or grant a right or option to acquire (either by transfer or subscription), shares in the capital of a Group Company or securities which are convertible into the same, or issuing securities giving a right over any shares in the capital of a Group Company;
5.2.4 capitalise or repay an amount standing to the credit of a reserve of a Group Company or redeem or purchase shares in the capital of a Group Company or otherwise alter or reorganise the share capital of a Group Company;
5.2.5 admit a person as a member of a Group Company or transfer, or approve the transfer of, shares in a Group Company;
5.2.6 create or allow to come into being an Encumbrance over any shares or uncalled capital or create an Encumbrance over any assets of a Group Company;
5.2.7 declare, pay or make a dividend or other distribution other than the Agreed Dividend;
5.2.8 create or issue debt or hybrid securities, or grant a right to acquire debt or hybrid securities or any securities convertible into the same;
5.2.9 acquire shares or securities issued by another company other than as part of its ordinary course of business dealings in relation to its Investments;
5.2.10 enter into a partnership, consortium, association or joint venture with any third party outside the ordinary course of business;
5.2.11 except in the ordinary course of business, alter or agree to any alteration of the terms of employment or remuneration of any employee whose salary exceeds £100,000 or dismiss any such employee (other than for cause);
5.2.12 resolve to be voluntarily wound up; or
5.2.13 make any material change to its accounting practices or policies (except to the extent required to comply with any changes in generally accepted accountancy practice);
5.2.14 commence litigation or arbitration proceedings Business other than in the ordinary course of businessOrdinary Course, as conducted by the Company as on the Execution Date;
5.2.15 commute 6.2.2. Incur any indebtedness or agree to commute enhance any insurance or reinsurance contractliabilities of the Company, where the amount that would be due except for those liabilities reasonably and necessarily incurred in the absence Ordinary Course of such commutation may exceed £500,000Business as conducted by the Company as on the Execution Date;
5.2.16 amend 6.2.3. Increase or terminate a Material Contractincur any financial or performance guarantees or give any new collateral(s) on behalf of the Company or increase any existing bank credit facilities in excess of INR 100,000 (Rupees One Hundred Thousand);
5.2.17 create 6.2.4. Make any changes to the composition of the Board as on the Execution Date;
6.2.5. Make any amendments to its Charter documents;
6.2.6. Consolidate, subdivide, cancel, alter or reorganize its Equity Share Capital or vary the rights attaching to its Equity Shares or issue, Transfer or redeem any Equity Shares or other securities;
6.2.7. Consummate any transaction involving the sale of its Business or Assets or whereby it merges or consolidates with any other corporation or acquires any shares or business or assets of any other Person, firm, association, corporation or business organization or forms subsidiaries, partnerships or joint ventures;
6.2.8. Acquire any Assets of other businesses or incur borrowing any capital expenditure, create any joint venture, enter into partnerships as contemplated under the law of partnership, make any mergers, demergers and consolidations of the Company;
6.2.9. Enter into any agreement / arrangement with any Related Party;
6.2.10. Terminate the employment of any Key Management or indebtednesshire any new Key Management or transfer, second or depute any of the employees to any entity or amend the terms of its existing borrowing or indebtednessemployment of any of the Key Management. It is hereby clarified that the Company may revise the compensation of any employees that are not Key Management without requiring the prior written approval of the Purchaser, subject to the revised compensation of any such employee not exceeding 150% (one hundred and fifty percent) of the compensation of such employee immediately prior to the revision;
5.2.18 give a guarantee, indemnity nor other agreement to secure6.2.11. Pass any Board resolutions or resolutions of the shareholders of the Company, or incur financial make any other material decisions relating to the Company;
6.2.12. Apply, correspond or reply to a Governmental Authority or make any public announcement or correspondence in relation to the Transaction Documents or the transactions contemplated therein (unless expressly permitted under this Agreement);
6.2.13. Commence, proceed with or settle any legal, arbitration or other obligations with respect to, another person’s obligation outside the ordinary course of businessproceedings;
5.2.19 create 6.2.14. Declare or pay any dividends, or make a new employee benefit distribution or pension scheme or other employee incentive arrangement or alter the rates or terms revaluation of its contributions to any such existing arrangementAssets;
5.2.20 6.2.15. Incur any obligations or enter into any agreementContracts which have the effect of incurring any obligation, arrangement whether financial or obligation with the Seller or any person with which the Seller is Connected or any agreement, arrangement or obligation otherwise in which the Seller or any person Connected with the Seller is interestedexcess of INR 100,000 (Rupees One Hundred Thousand);
5.2.21 alter 6.2.16. Change any accounting principles; or
6.2.17. Make a commitment or agree to alter any terms of employment or benefits of its employees or alter any working practices or collective agreements relating to such practices;
5.2.22 agree to do any of the matters referred to in this clause 5.2.
5.3 Save as provided in this Agreement in connection with the satisfaction of the Conditionsforegoing, pending Completion the Seller shall not, directly or indirectly:
5.3.1 participate in any discussions that might lead to such a commitment, agreement, arrangement or enter into an agreement with a person (other than the Buyer) in connection with the sale of:
(a) any of the shares in a Group Company; or
(b) all or a material part of the business of a Group Company; or
5.3.2 provide information relating to a Group Company or its businesses to any person (other than the Buyer or its representatives) if the Seller might reasonably be expected to believe that the recipient of that information might use it or allow it to be used in connection with considering a potential acquisition of:
(a) any of the shares in a Group Company; or
(b) all or a material part of the business of a Group Companyunderstanding.
5.4 The Seller, for itself and on behalf of all of the members of the Seller’s Group:
5.4.1 acknowledges and agrees that, with effect on and from the Completion Date, there are no Liabilities owing to it or any Seller’s Group Company by any Group Company; and
5.4.2 with effect on and from Completion, the Seller (for itself and on behalf of all members of the Seller’s Group) waives any rights in respect of any Liabilities owing to it or any Seller’s Group Company by any Group Company; and
5.4.3 with effect on and from the Completion Date, the Seller (for itself and each member of the Seller’s Group) unconditionally and irrevocably releases and discharges all members of the Buyer’s Group and all Group Companies and all of their respective directors, officers and employees from any and all Liabilities other than any Liabilities under, or which are preserved by, this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement
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 Company;
5.2.3 create, or issue, or grant a right or option to acquire (either by transfer or subscription), shares in the capital of a Group Company or securities which are convertible into the same, or issuing securities giving a right over any shares in the capital of a Group Company;
5.2.4 capitalise or repay an amount standing to the credit of a reserve of a Group Company or redeem or purchase shares in the capital of a Group Company or otherwise alter or reorganise the share capital of a Group Company;
5.2.5 admit a person as a member of a Group Company or transfer, or approve the transfer of, shares in a Group Company;
5.2.6 create or allow to come into being an Encumbrance over any shares or uncalled capital or create an Encumbrance over any assets of a Group Company;
5.2.7 declare, pay or make a dividend or other distribution other than the Agreed Dividend;
5.2.8 create or issue debt or hybrid securities, or grant a right to acquire debt or hybrid securities or any securities convertible into the same;
5.2.9 acquire shares or securities issued by another company other than as part of its ordinary course of business dealings in relation to its Investments;
5.2.10 enter into a partnership, consortium, association or joint venture with any third party outside the ordinary course of business;
5.2.11 except in the ordinary course of business, alter or agree to any alteration of the terms of employment or remuneration of any employee whose salary exceeds £100,000 or dismiss any such employee (other than for cause);
5.2.12 resolve to be voluntarily wound up; or
5.2.13 make any material change to its accounting practices or policies (except to the extent required to comply with any changes in generally accepted accountancy practice);
5.2.14 commence litigation or arbitration proceedings other than in the ordinary course of business;
5.2.15 commute or agree to commute any insurance or reinsurance contract, where the amount that would be due in the absence of such commutation may exceed £500,000;
5.2.16 amend or terminate a Material Contract;
5.2.17 create or incur borrowing or indebtedness, or amend the terms of its existing borrowing or indebtedness;
5.2.18 give a guarantee, indemnity nor other agreement to secure, or incur financial or other obligations with respect to, another person’s obligation outside the ordinary course of business;
5.2.19 create a new employee benefit or pension scheme or other employee incentive arrangement or alter the rates or terms of its contributions to any such existing arrangement;
5.2.20 enter into any agreement, arrangement or obligation with the Seller or any person with which the Seller is Connected or any agreement, arrangement or obligation in which the Seller or any person Connected with the Seller is interested;
5.2.21 alter or agree to alter any terms of employment or benefits of its employees or alter any working practices or collective agreements relating to such practices;
5.2.22 agree to do any of the matters referred to in this clause 5.2.
5.3 Save as provided in this Agreement in connection with the satisfaction of the Conditions, pending Completion the Seller shall not, directly or indirectly:
5.3.1 participate in discussions or enter into an agreement with a person (other than the Buyer) in connection with the sale of:
(a) any of the shares in a Group Company; or
(b) all or a material part of the business of a Group Company; or
5.3.2 provide information relating to a Group Company or its businesses to any person (other than the Buyer or its representatives) if the Seller might reasonably be expected to believe that the recipient of that information might use it or allow it to be used in connection with considering a potential acquisition of:
(a) any of the shares in a Group Company; or
(b) all or a material part of the business of a Group Company.
5.4 The Seller, for itself and on behalf of all of the members of the Seller’s Group:
5.4.1 acknowledges and agrees that, with effect on and from the Completion Date, there are no Liabilities owing to it or any Seller’s Group Company by any Group Company; and
5.4.2 with effect on and from Completion, the Seller (for itself and on behalf of all members of the Seller’s Group) waives any rights in respect of any Liabilities owing to it or any Seller’s Group Company by any Group Company; and
5.4.3 with effect on and from the Completion Date, the Seller (for itself and each member of the Seller’s Group) unconditionally and irrevocably releases and discharges all members of the Buyer’s Group and all Group Companies and all of their respective directors, officers and employees from any and all Liabilities other than any Liabilities under, or which are preserved by, this Agreement. For the purpose of this clause 5.4, “Liabilities” shall mean all obligations, indebtedness or liabilities of any nature whatsoever including (without limitation) actual or contingent liabilities and unquantified or disputed liabilities and whether arising in contract, tort or otherwise, other than:
(a) those which arise under this Agreement or the 1400 Quota Share, the Ancillary Costs and Services Agreement and the Transitional Services Agreement;
(b) the indebtedness permitted under clause 5.8;
(c) obligations (fiduciary or otherwise) owing to the Seller or any member of the Seller’s Group by any director, officer, employee or adviser of the Company or any Group Company.
5.5 From the Signing Date until Completion the Buyer shall be entitled to have an individual nominated by the Buyer (the “Observer”) attend all board meetings of each Group Company and all meetings of each committee of each such board. The Observer shall not have the right to vote, but shall be entitled to:
5.5.1 receive reasonable notice of each meeting of the board and of committees of the board;
5.5.2 receive all information provided to the directors of the Company including agendas, papers to be considered at board and committee meetings and minutes of such meetings; and
5.5.3 speak at all such board and committee meetings.
5.6 The Seller undertakes to the Buyer that during the period from the Management Accounts Date until Completion there has been, and will be, no Leakage and that no person has become entitled to, nor will they become entitled to, any Leakage, in each case other than Permitted Leakage. On Completion, the Seller shall certify to the Buyer that there has been no Leakage other than Permitted Leakage (the “No Leakage Certificate”).
5.7 Not less than 5 Business Days prior to Completion the Seller shall procure that the debts which are owed from the Group to the Seller’s Group are rationalised, so that they are limited to debts due from the Company to the Seller.
5.8 Not less than 5 Business Days prior to Completion the Seller shall provide the Buyer with a statement setting out item by item the debts which are owed from the Group to the Seller’s Group, setting out for each item the debtor, the creditor and the amount owed (the “Intercompany Debt Statement”) which shall not exceed in aggregate £20.2 million, or such other amount as the parties may agree (the “Agreed Intercompany Debt”).
5.9 Prior to Completion, the Seller shall procure that there are no changes to the position set out in the Intercompany Debt Statement.
5.10 The Seller shall before Completion obtain for the purposes of any finance agreement to which any member of the Seller’s Group or any Group Company is a party any consent or approval which is necessary so that the Seller’s performance of its obligations under this Agreement will not constitute a breach or a default or an enforcement event under any such finance agreement or any related document, and the Seller shall bear all costs of obtaining any such consent or approval.
5.11 The parties shall meet within 30 Business Days of the Signing Date to agree the nature and extent of the GP Data and the form and the method of its delivery to the Buyer at Completion. The Seller shall provide all necessary assistance to the Buyer to migrate the GP Data from the Seller’s IT systems to the IT systems of the Buyer or the Group Companies at Completion.
Appears in 1 contract
Samples: Share Purchase Agreement
