Common use of After Completion Clause in Contracts

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 their purchase by the Promisor or its Affiliates, HWIC will have the right (without charge or expense to the Target Group) to have operational control over the Affiliated/Strategic Assets (but not the right to grant any Encumbrance over the Affiliated/Strategic Assets), including having sole control over all voting and related matters involving the Affiliated/Strategic Assets, other than where the exercise of such right could reasonably be expected, in the opinion of the Payee, to result in liability, regulatory breach or material reputational damage for any member of the Target Group, the Buyer or any Affiliate of the Buyer (which for the purposes of this Clause 4.1(c) shall be as defined in the SPA, (the "Voting Rights"), and for this purpose the Payee shall procure the appointment of HWIC either as its proxy or the granting of a voting power of attorney in customary form within 5 Business Days of request by HWIC. HWIC shall indemnify the Payee and each member of the Target Group for any cost, liability or loss which arises to the Payee or member of the Target Group as a result of HWIC exercising its control over the Affiliated/Strategic Assets under this Clause 4.1(c).

After Completion. the Company shall have exclusive control of the Pursuit (including Settlement) of all Joltid Litigation on behalf of any Group Company, except that: (a) chief litigation counsel to the Affiliated/Strategic Assets Company in such Joltid Litigation will be the law firm that was chief litigation counsel to the Sellers and the Company in such Joltid Litigation immediately before Completion, or such other counsel as the Company may only be disposed appoint with the Sellers’ prior approval of HWIC or otherwise pursuant to written consent (it being understood that the terms of this Note. The Affiliated/Strategic Assets and this Note Sellers shall not unreasonably withhold such consent); (b) the Company will not be permitted to be transferred among the Target Group (which shall be deemed to include enter into any transfer to or deposit in Settlement of any trust in respect of Funds at Lloyds (FAL)) provided that in respect of the transfer of Affiliated/Strategic Assets: Joltid Litigation unless: (i) the Payee will notify HWIC prior Sellers consent to such Settlement (it being understood that the Sellers shall not unreasonably withhold such consent); or (ii) both: (A) the Settlement does not impose any such transfer monetary or other material obligation or liability on any of the Sellers or any of the other Seller’s Group Undertakings; and if HWIC(B) the Settlement includes an irrevocable and unconditional full, acting reasonably, objects to final and complete release of the transfer, both HWIC Sellers and the Payee other Seller’s Group Undertakings and their customers, distributors, suppliers and vendors with respect to all matters related directly or indirectly to such Joltid Litigation; and (c) the Buyer shall procure that the Company will consult with (and consider 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 views of) Shadow Counsel for the objection Sellers (which may include structuring issues, securities laws filings and limitations under existing shareholder agreements relating to the Affiliated/Strategic Assetsif appointed) and internal counsel for the transfer Sellers with respect to material developments in all Joltid Litigation. Notwithstanding the foregoing, the Company shall not be completed unless required to consult with Shadow Counsel (or internal counsel) for the Sellers if such implications have been resolved to HWIC's satisfaction, acting reasonably, provided that if consultation could result in 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 waiver of the Payee notifying HWIC pursuant to this Clause 4.1(a)(i)attorney-client, 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 their purchase by the Promisor or its Affiliates, HWIC will have the right (without charge or expense to the Target Group) to have operational control over the Affiliated/Strategic Assets (but not the right to grant any Encumbrance over the Affiliated/Strategic Assets), including having sole control over all voting and related matters involving the Affiliated/Strategic Assets, other than where the exercise of such right could reasonably be expected, in the opinion of the Payee, to result in liability, regulatory breach or material reputational damage for any member of the Target Group, the Buyer work product or any Affiliate of the Buyer (which for the purposes of this Clause 4.1(c) shall be as defined in the SPA, (the "Voting Rights"), and for this purpose the Payee shall procure the appointment of HWIC either as its proxy or the granting of a voting power of attorney in customary form within 5 Business Days of request by HWIC. HWIC shall indemnify the Payee and each member of the Target Group for any cost, liability or loss which arises to the Payee or member of the Target Group as a result of HWIC exercising its control over the Affiliated/Strategic Assets under this Clause 4.1(c)other applicable privilege.

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 Purchaser shall prepare draft Completion Accounts 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 transferJSG Group; and (ii) the Payee will be responsible Vendor shall prepare draft Completion Accounts for making any filings or entering into any deeds or similar of adherence which arise as a result of such transferthe Kappa Group, with full assistance being provided to the Vendor in connection with that preparation by the Kappa Accounts Team; in each case in accordance with the accounting principles, practices and HWIC will provide reasonably required information standards set out and cooperation referred to in respect Schedule 3. The Purchaser shall also prepare from the draft JSG Completion Accounts, draft Determinations of the same, JSG Adjusted Net Debt and the Payee JSG Net Debt Amount and the Promisor willVendor shall prepare from the draft Kappa Completion Accounts, 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 draft Determinations of the Target Group Kappa Adjusted Net Debt, the Kappa Adjusted EBITDA, the Kappa EBITDA Amount, the Kappa Net Debt Amount, the Cash Amount and the PIK Amount. The Purchaser shall, so far as it shall reasonably be within its power to whom an Affiliated/Strategic Asset has been transferred do so, procure that all employees, advisers and auditors of every Kappa Company shall be entitled co-operate with and shall render explanations and assistance (including all reasonable access to pledgeall working papers, grant an Encumbrance over books, records, information, files, storage systems, electronic storage, recording and accounting systems (including without limitation, Kappa Group’s Hyperion System)) to the Affiliated/Strategic Asset or this Note, including Vendor and the Kappa Accounts Team in respect of Funds at Lloyds (FAL), provided however that: carrying out the Priority Tasks and the Joint Priority Tasks. (i) Subject to paragraph (ii), each of JSGP, the Purchaser and the Vendor shall permit the others full and unrestricted access to all working papers, books, records, information, documents, files, storage systems and electronic storage, recording and accounting systems (including without limitation, Kappa Group’s Hyperion System) and to all employees, advisers and consultants responsible for maintaining and operating all such Encumbrance items and matters (and to all information and explanations required of such persons) of the Kappa Group and the JSG Group, provided that JSGP and the Purchaser shall not have any access to any such working papers, information, records, files and documents (howsoever stored):- A. created by the Kappa Accounts Team for the purpose of the Priority Tasks until the draft Kappa Completion Accounts are delivered to the Purchaser pursuant to Clause 3.3(f); and B. created by the Kappa Accounts Team for the purpose of the Joint Priority Tasks until the date upon which all of the Completion Accounts are finalised; and further provided that nothing in this Agreement will prevent the Purchaser having full access at all times after Completion to the entire of the Kappa Group’s Hyperion System. Without prejudice to the generality of the foregoing, the Vendor will be released prior afforded full access without interference by JGSP or the Purchaser to the transfer financial controllers of the Affiliated/Strategic Assets Kappa Company plants for the purpose of obtaining any information required for the Priority Tasks or the Joint Priority Tasks, provided that such financial controllers shall not be members of the Kappa Accounts Team and their primary responsibilities will be to a Promisor Managed Acquiror as contemplated by Clause 5; and their normal duties. (ii) Notwithstanding paragraph (i):- A. from the nature Completion Date to the delivery of any such Encumbrance will the draft Kappa Completion Accounts to the Purchaser pursuant to Clause 3.3(f), the Purchaser and JSGP agree that the Kappa Accounts Team’s primary (but not exclusive) responsibility and duty as employees of the Enlarged Group shall be substantially consistent to effect the Priority Tasks and no Enlarged Group Company and none of the respective directors, employees, agents or advisers of each Enlarged Group Company shall be permitted to interfere with the nature of Encumbrances granted and debt incurred Kappa Accounts Team so as to substantially hinder the Kappa Accounts Team in carrying out the Priority Tasks (it being acknowledged by members of the Target Group in past practiceVendor that it shall use all reasonable endeavours, subject to the need to conclude the Priority Tasks, to give the Kappa Accounts Team latitude to perform their important accounting duties for the Enlarged Group); and (c) prior to their purchase by B. from the Promisor or its Affiliates, HWIC will have delivery of the right (without charge or expense draft Kappa Completion Accounts to the Target GroupPurchaser pursuant to Clause 3.3(f) to have operational control over the Affiliated/Strategic Assets (but not the right to grant any Encumbrance over the Affiliated/Strategic Assets), including having sole control over date upon which all voting and related matters involving the Affiliated/Strategic Assets, other than where the exercise of such right could reasonably be expected, in the opinion of the PayeeCompletion Accounts are finalised, the Purchaser and JSGP agree that the Kappa Accounts Team’s primary responsibility and duty as employees of the Enlarged Group shall be jointly to result in liabilityeffect the Joint Priority Tasks and to carry out their functions as employees of the Enlarged Group and neither the Vendor nor any Enlarged Group Company nor any of the respective directors, regulatory breach employees, agents or material reputational damage for advisers of each Enlarged Group Company and of the Vendor shall be permitted to interfere with the Kappa Accounts Team so as to prevent the Kappa Accounts Team from carrying out the Joint Priority Tasks. (iii) The Vendor confirms to JSGP and the Purchaser that neither the Vendor nor any Kappa Company has given, offered or agreed (and undertakes to JSGP and the Purchaser that they will not hereafter give, offer or agree) to or with any member of the Target GroupKappa Accounts Team, any incentive, payment, benefit or reward conditional or contingent upon the Buyer contents, amounts or outcome of the Kappa Completion Accounts or any Affiliate of the Buyer Determinations (which provided that for the purposes avoidance of doubt this Clause 4.1(cparagraph shall not apply to payments, incentives, benefits or rewards to which the Kappa Accounts Team are or may become entitled either as part of the Consideration or as bonuses or similar entitlements forming part of their prevailing remuneration packages and payable in connection with the overall trading performance of the Kappa Group or of a Kappa Company). (iv) From the Completion Date to the date upon which the Completion Accounts and the Determinations shall have been finalised in accordance with this Agreement, each of JSGP and the Purchaser agrees (and each of JSGP and the Purchaser agrees to procure that each Enlarged Group Company shall ensure) that none of the Critical Personnel shall be as defined in made redundant or (save for gross misconduct justifying summary dismissal and provided that failure or refusal to disclose to any Enlarged Group Company information concerning the SPA, (the "Voting Rights"), and for this purpose the Payee shall procure the appointment of HWIC either as its proxy or the granting of a voting power of attorney in customary form within 5 Business Days of request by HWIC. HWIC shall indemnify the Payee and each member preparation of the Target Group for any cost, liability or loss which arises draft Completion Accounts and draft Determinations prior to their delivery to the Payee or member Purchaser shall not constitute misconduct) otherwise dismissed as employees of the Target Enlarged Group as a or take any other steps or actions that would be likely to result in any of HWIC exercising its control over the Affiliated/Strategic Assets under this Clause 4.1(c)Critical Personnel ceasing to be employees of the Enlarged Group.