CONDUCT OF BUSINESS BEFORE COMPLETION. 9.1 From the date of this Agreement until Completion, each Seller shall use all reasonable endeavours to:
(a) procure that each Group Company will carry on its business in the ordinary and usual course;
(b) procure that each Group Company shall comply with the requirements of Schedule 4;
(c) not, and shall procure that each Group Company shall not, do, allow or procure, any act or omission which would render any of the Warranties untrue, inaccurate or misleading if repeated at Completion by reference to the circumstances then subsisting;
(d) in addition to complying with the requirements of Schedule 4 (and notwithstanding any conflict with those provisions), procure that:
(i) all income received by the Group is used to discharge liabilities of the Group;
(ii) no Group Company purchases any asset or takes any action which would increase its liabilities from the date of this Agreement in each case in excess of the aggregate amount of $5,000 in any calendar month without the prior written approval of the Buyer, provided always that this Clause 9.1(d)(ii) shall not apply in relation to the purchase of any asset or increase of any liabilities undertaken or incurred in accordance with the terms of the Tribute Agreement and/or Mining Contract; and
(iii) the Group does not incur expenditure in excess of the cash received by the Group from the Odzi Consideration and pursuant to the Tribute Agreement and Mining Contract without the prior written approval of the Buyer;
(e) procure that the relevant Group Company shall, subject to the terms of the Tribute Agreement and the Mining Contract, maintain and protect the Group’s claims and licences in respect of the Mine; and
(f) procure that the relevant Group Company complies in all material respects with their respective obligations under each Permit and all Applicable Laws.
9.2 Each Seller undertakes to notify the Buyer in writing as soon as reasonably practicable after becoming aware of anything which constitutes or is reasonably likely to constitute a breach of the Sellers’ obligations under Clause 9.1 and to provide the Buyer all material details available to it in relation to such matter.
9.3 Each Seller shall use all reasonable endeavours to procure that, subject to the Buyer complying with its obligations under Clause 9.4, from the date of this Agreement until Completion:
(a) the Buyer and its advisers and representatives shall be given reasonable access, upon reasonable notice, to the premises and assets of the Co...
CONDUCT OF BUSINESS BEFORE COMPLETION. 13.1 The Seller shall procure that between the date of this agreement and Completion each member of the Group (and, in relation to the Businesses, each member of the Retained Group) will carry on its business in the normal course and in accordance with Part 1 of Schedule 11.
13.2 Parts 2 and 3 of Schedule 11 shall also apply in relation to the period between the date of this agreement and Completion.
(A) Prior to Completion, the Seller will give the Purchaser and its representatives: (i) such information relating to the Group and the Businesses and their respective assets and liabilities; and (ii) such access to employees and advisers of the Group and the Retained Group in relation to the Group and the Businesses as, in each case, the Purchaser and/or its representatives reasonably request including for the purposes of enabling the preparation of statutory declarations and auditors' reports under sections 155 to 158 Companies Xxx 0000 or under any equivalent applicable legislation. Such information and access will be provided as promptly as is reasonably possible. Any information obtained by the Purchaser and its representatives pursuant to this clause 13.3 shall be treated as being subject to the Confidentiality Agreement dated 14th September, 2000 between the Seller and Kohlberg Kravis Xxxxxxx & Co., Ltd.
(B) Without prejudice to clause 13.3(A) and as soon as reasonably practicable after signature of this agreement, the Seller will instruct the Purchaser's Accountants to prepare audited US GAAP financials as at and for the periods ended on 31st December, 1998 and 31st December, 1999 for the Group and the Businesses. The Seller will use reasonable endeavours to procure that the work is conducted with reasonable despatch. The Purchaser will be responsible for all the fees and costs of the Purchaser's Accountants in connection with such work and, on Completion, the Seller will take such reasonable steps as the Purchaser may request (at the Purchaser's expense) to transfer to the Purchaser the benefit of such work.
13.4 Without prejudice to the provisions of clause 8.7, the Seller shall procure that between the date of this agreement and Completion, where relevant, each member of the Group (and, in relation to the Businesses, each member of the Retained Group) provides such information and conducts such consultation with any works council, trade union or other employee representative body as required by law in all relevant jurisdictions. The Seller agrees to...
CONDUCT OF BUSINESS BEFORE COMPLETION. (A) Subject to sub-clause (B), each of the Investor Parties shall procure that between the date of this Agreement and Completion or termination of this Agreement each member of the Group shall carry on business in the ordinary course and in a manner consistent with the way in which the business has been carried on in the twelve months prior to the date of this Agreement and shall procure that no member of the Group shall undertake any act or course of conduct which is outside the ordinary course of the business of the Group or which is not of a routine unimportant nature. Subject as aforesaid, in particular (but without prejudice to the generality of the foregoing) each of the Investor Parties shall procure that no member of the Group shall undertake any of the acts or matters specified in sub-clause (B) without the prior written consent of the Purchaser.
(B) The acts and matters referred to in sub-clause (A) are as follows:-
(i) the acquisition or disposal of any interest in real property (but excluding the subleasing of the Company's property at Axis 00, Xxxx Xxxx Road, Foxholes Business Park, Hertford, details of which are set out in the Disclosure Letter);
(ii) any acquisition or disposal of any interest in the business or share capital of any undertaking;
(iii) any offer by any member of the Group to engage any new employee or consultant at any annual salary or fee per employee or consultant (on the basis of full time employment or consultancy) in excess of (pound)50,000 per annum or which is not terminable by the employer by giving six months' notice;
(iv) any dismissal of any Senior Employee of the Group, other than for cause;
(v) any amendment, including any increase in emoluments (including, without limitation, pension benefits and contributions, bonuses, commissions and benefits in kind), to the terms of employment of any category of employees of the Group, but excluding the annual pay review for the year 2000, details of which are set out in the Disclosure Letter;
(vi) any declaration, authorisation, making or payment of a dividend (in cash or in specie) or other distribution of a similar nature or which is taxed in the same way as a dividend;
(vii) any reduction of capital;
(viii) any grant of any guarantee or indemnity for the obligations of any person who is not a member of the Group whether in relation to the business of the Group or otherwise;
(ix) with the exception of the allotment of 41,237 A ordinary shares in the capital of the Company...
CONDUCT OF BUSINESS BEFORE COMPLETION. The Transferor will procure that, between the date of this Agreement and Completion, the Business will be carried on in the ordinary and usual course.
CONDUCT OF BUSINESS BEFORE COMPLETION. 4.1 The Sellers shall use reasonable endeavours to procure that the Business is conducted in the ordinary course during the period from the date of this Agreement to Completion, and shall, without limitation, pay or procure payment of all amounts as are due and payable as up to Completion in relation to the refit of Xxxxx 000X-000 X, 0xx Xxxxx, Xxxxx X, Manulife Financial Centre, Xxxx Xxxx, Hong Kong. Subject to clause 4.2, the Sellers shall use reasonable endeavours to procure that between the date of this Agreement and Completion no Group Company shall undertake any of the Restricted Actions without the prior written consent of the Purchasers (such consent not to be unreasonably withheld or delayed).
CONDUCT OF BUSINESS BEFORE COMPLETION. 5.1 Subject to applicable law and to sub-clause 5.2, each Seller shall procure that, between the date of the Signing Protocol and Completion, no member of its Target Group will undertake, and each Seller warrants that no member of its Target Group has undertaken since the date of the Signing Protocol, any act which is outside the ordinary course of the business of such Target Group member as carried on at the date of the Signing Protocol without the prior written consent of the other Seller (such consent not to be unreasonably withheld or delayed), which consent states that it is being given for the purposes of this sub-clause 5.
1. In particular, each Seller shall procure that no member of its Target Group will undertake, and each Seller warrants that no member of its Target Group has undertaken since the date of the Signing Protocol, any of the acts or matters listed in Schedule 5 (Conduct of business before Completion) without the prior written consent of the other Seller identified as being for the purposes of this sub-clause 5.1 (such consent not to be unreasonably withheld or delayed).
CONDUCT OF BUSINESS BEFORE COMPLETION. 5.1 Subject to applicable law and to sub-clause 5.2, each Seller shall procure that, between the date of the Signing Protocol and Completion, no member of its Target Group will undertake, and each Seller warrants that no member of its Target Group has undertaken since the date of the Signing Protocol, any act which is outside the ordinary course of the business of such Target Group member as carried on at the date of the Signing Protocol without the prior written consent of the other Seller (such consent not to be unreasonably withheld or delayed), which consent states that it is being given for the purposes of this sub-clause 5.
1. In particular, each Seller shall procure that no member of its Target Group will undertake, and each Seller warrants that no member of its Target Group has undertaken since the date of the Signing Protocol, any of the acts or matters listed in Schedule 5 (Conduct of business before Completion) without the prior written consent of the other Seller identified as being for the purposes of this sub-clause 5.1 (such consent not to be unreasonably withheld or delayed).
5.2 Sub-clause 5.1 shall not operate so as to restrict or prevent:
(A) the Liberty Global Pre-Completion Reorganisation;
(B) the Vodafone Pre-Completion Reorganisation;
(C) any action taken by Vodafone or any member of its Retained Group in connection with the KPN Litigation or any distribution to its Retained Group of any payment, or damages made or awarded pursuant to any judgement, award or settlement of the KPN Litigation;
(D) any action taken by Vodafone or any member of its Retained Group in connection with any matter listed in sub-clauses 10.17 and 10.18 or by Liberty Global or any member of its Retained Group in connection with any matter listed in sub-clause 10.16;
(E) any matter reasonably undertaken by any member of a Target Group or a Retained Group in the case of an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the relevant Target Group (and of which the other Seller and the Purchaser will be promptly notified);
(F) any matter to the extent that it is expressly provided for (i) in the case of Liberty Global, in the document entitled “16.
CONDUCT OF BUSINESS BEFORE COMPLETION. NADL shall ensure that between the Signing Date and Completion NADL shall carry on its business, as carried on as at the Signing Date, in the normal course and not, without the consent in writing of Rosneft, such consent not to be unreasonably withheld, delayed or conditioned, do any of the acts or matters listed in Schedule 3 (NADL Conduct of Business before Completion). Seadrill shall ensure that between the Signing Date and Completion Seadrill will exercise its rights as a shareholder of NADL to ensure, so far as within its power and control, that none of the acts or matters listed in Part B of Schedule 3 (NADL Conduct of Business before Completion) are approved by NADL’s shareholders in general meeting or by written resolution without the consent in writing of Rosneft, such consent not to be unreasonably withheld, delayed or conditioned.
CONDUCT OF BUSINESS BEFORE COMPLETION. Rosneft shall procure that between the Signing Date and Completion each member of the Sale Group shall carry on its business, as carried on as at the Signing Date, in the normal course and not, without the consent in writing of Seadrill and NADL, such consent not to be unreasonably withheld, delayed or conditioned, do any of the acts or matters listed in Schedule 2 (Rosneft Conduct of Business for the Sale Group before Completion).
CONDUCT OF BUSINESS BEFORE COMPLETION. 4.1 In addition to the obligations of the Sellers and other members of Dogus Group under the Shareholders’ Agreement between the date hereof and the Completion, neither the Sellers nor any other Dogus Group Member shall sell, transfer, Encumber or otherwise dispose of the Shares or any interest therein (or enter into an option or agreement to do so); or make or progress any preparations in respect of a public offering or private placement of such Shares.
