After Completion. (a) the Affiliated/Strategic Assets may only be disposed with the prior approval of HWIC or otherwise pursuant to the terms of this Note. The Affiliated/Strategic Assets and this Note will be permitted to be transferred among the Target Group (which shall be deemed to include any transfer to or deposit in any trust in respect of Funds at Lloyds (FAL)) provided that in respect of the transfer of Affiliated/Strategic Assets:
(i) the Payee will notify HWIC prior to any such transfer and if HWIC, acting reasonably, objects to the transfer, both HWIC and the Payee will consult in good faith in respect of the negative implications HWIC considers would occur as a result of such transfer occurring and which were the reason for the objection (which may include structuring issues, securities laws filings and limitations under existing shareholder agreements relating to the Affiliated/Strategic Assets) and the transfer shall not be completed unless such implications have been resolved to HWIC's satisfaction, acting reasonably, provided that if the Payee acts reasonably in considering the steps necessary for such resolution and uses its reasonable endeavours to implement any reasonable resolution but HWIC does not so consent to the transfer of Affiliated/Strategic Assets within 15 Business Days of the Payee notifying HWIC pursuant to this Clause 4.1(a)(i), then the Payee shall be entitled to effect such transfer; and
(ii) the Payee will be responsible for making any filings or entering into any deeds or similar of adherence which arise as a result of such transfer, and HWIC will provide reasonably required information and cooperation in respect of the same, and the Payee and the Promisor will, or will cause their respective Affiliates to, deliver such transfers or take such actions as are necessary to complete any such transfer of this Note;
(b) the Payee or relevant member of the Target Group to whom an Affiliated/Strategic Asset has been transferred shall be entitled to pledge, grant an Encumbrance over the Affiliated/Strategic Asset or this Note, including in respect of Funds at Lloyds (FAL), provided however that: (i) such Encumbrance will be released prior to the transfer of the Affiliated/Strategic Assets to a Promisor Managed Acquiror as contemplated by Clause 5; and (ii) the nature of any such Encumbrance will be substantially consistent with the nature of Encumbrances granted and debt incurred by members of the Target Group in past practice; and
(c) prior to ...
After Completion the Purchaser shall not and shall procure that each member of the Purchaser’s Group shall not without the Vendor’s express agreement hold itself out as being interested in or in any way connected (other than as a matter of historic fact) with any member of the Retained Group or permit any person to hold out the Purchaser or any other member of the Purchaser’s Group as being so interested.
After Completion. After completion of construction of the Project, Developer, and its successors and assigns, shall keep the Project adequately insured against loss or damage occasioned by fire, extended coverage perils (to specifically include coverage for wind, storm and similar natural disaster and hazards) as Developer's first mortgage lender(s) may require, which shall remain in effect until the Village has been paid, from room taxes and real estate taxes imposed on the Property and owed to the Village, an amount equal to the total amount of incentive grants issued to Developer under this Agreement. All insurance policies obtained to satisfy this requirement shall include a provision that they shall not be terminated, amended or canceled without at least 30 days prior written notice to the Village. If any portion of the Project is substantially damaged or destroyed by fire, wind, storm, mold, bacteria or any other cause prior to the end of the Term of this Agreement, as provided in Section F.20, Developer shall promptly rebuild or repair the damaged or destroyed portions of the Project. Developer shall provide the Village with a certificate of insurance from its insurance carrier evidencing the required coverage not later than 30 days after the initial effective date thereof and upon each renewal.
After Completion. Completion does not cancel liability to perform any outstanding obligation under this contract.
After Completion the Seller shall at its cost execute and deliver all such further documents and/or take such other action as the Purchaser may reasonably request in order to effect (i) the release and discharge in full of the relevant member of the Purchaser’s Group from any and all Retained Liabilities and any Liabilities related to the Retained Assets and (ii) the assumption by the Seller or any member of the Seller’s Group as the primary obligor in respect of any and all Retained Liabilities or Liabilities related to the Retained Assets in substitution for the relevant member of the Purchaser’s Group (in each case on a non-recourse basis to any member of the Purchaser’s Group).
After Completion. 1.1 Vodafone shall prepare a draft statement (the “Vodafone Completion Statement”) showing the Vodafone Net Debt and Vodafone Working Capital of the Vodafone Target Group; and
1.2 Liberty Global shall prepare a draft statement (the “Liberty Global Completion Statement”, together with the Vodafone Completion Statement being the “Completion Statements”) showing the Liberty Global Net Debt and Liberty Global Working Capital of the Liberty Global Target Group, and such Completion Statements shall be in the forms set out in Part B of Schedule 11 and incorporate separate statements in the form set out in Part C of Schedule 11 showing the calculation of the Working Capital and Net Debt of the relevant Target Group. The Sellers shall deliver their draft Completion Statements to each other within 60 days after Completion.
After Completion the Buyer shall, at the cost of the Seller, use all reasonable endeavours to make available to the Seller the assistance of those of the employees employed by any Group Company who were so employed at or before Completion as the Seller may from time to time reasonably require in connection with any proceedings against any members of the Seller’s Group of which the relevant employees have particular knowledge, whether by virtue of their involvement in the matters giving rise to the proceedings or otherwise.
After Completion the Buyer shall not, and shall procure that no Target Company or NSC Newco shall, engage in any conduct, take any step or course of action or fail to take any step or course of action which shall cause any claim or demand to be made for repayment of any amount in respect of a JLR Manufacturing Grant.
After Completion the Purchaser shall at its cost execute and deliver all such further documents and/or take such other action as the Seller may reasonably request in order to effect (i) the release and discharge in full of the relevant member of the Seller’s Group from any and all EDS Liabilities and (ii) the assumption by the Purchaser or any member of the Purchaser’s Group as the primary obligor in respect of any and all EDS Liabilities in substitution for the relevant member of the Seller’s Group (in each case on a non-recourse basis to any member of the Seller’s Group).
After Completion. (a) HET shall prepare a draft statement (the 3 Italia Completion Statement) showing the Debt, Cash, Net Cash and Working Capital of the 3 Italia Group as at Completion; and
(b) VIP shall prepare a draft statement (the Wind Completion Statement, together with the 3 Italia Completion Statement, being the Completion Statements and each a Completion Statement) showing the Debt, Cash, Net Cash and Working Capital of the Core Wind Group as at Completion.
