CONDUCT OF BUSINESS PRIOR TO COMPLETION. 9.1 Pending the Transfer Date, ownership of the Assets shall be retained by and risk in the Assets shall remain with the Seller.
9.2 Subject to the provisions of clause 9.3, the Seller shall continue to carry on the Business for its own benefit and at its own risk up to the Transfer Date.
9.3 Save in circumstances where in the Seller's reasonable opinion a failure to take or make the relevant act or omission may prejudice the interests of any company in the Seller's group, the Seller undertakes to the Buyer that pending the Completion Date unless it has obtained the prior written consent of the Buyer to the contrary (such consent not to be unreasonably withheld or delayed):
9.3.1 the Business will in all material respects continue to be carried on in the same manner as it is presently carried on as regards the nature, scope and manner of conducting it and so as to maintain it as a going concern;
9.3.2 it will not enter into a long term contract (being a contract which cannot be terminated by the Seller on less than 3 months notice) or a contract with an aggregate contract value of more than £25,000 in relation to the Business (provided that where details of any such contract are contained in the Disclosure Letter the Buyer shall be deemed to have given its prior written consent to such contract being entered into);
9.3.3 it will not engage any person as an employee of the Business other than the Employees;
9.3.4 it will not create, issue or grant or agree to create, issue or grant any Security Interest over any of the Assets unless, the Assets will be released from such Security Interest on or prior to the Completion;
9.3.5 there shall be no merger or amalgamation of the Business with any other company or business;
9.3.6 it shall not (and shall procure that no member of the Seller’s Group) directly or indirectly acquire any business which is competitive with any business carried on by the Business;
9.3.7 no scheme of arrangement will be entered into in relation to the Seller;
9.3.8 there shall be no change to the corporate and/or trading names currently used by the Seller;
9.3.9 no resolution for the cessation of business or the winding-up of the Seller shall be proposed, made or take place except in the event of the insolvency of the Seller;
9.3.10 the Seller will not directly request or procure the appointment of a receiver or an administrative receiver of the whole or any part of the Assets;
9.3.11 it will not commence any legal or arbitration proceedin...
CONDUCT OF BUSINESS PRIOR TO COMPLETION. (A) Each of the Vendors, hereby undertakes to procure (in so far as it is within their respective powers and capacities so to do) that the Business will continue to be operated in a normal and prudent basis and in the ordinary course of day-to-day operations having regard to the working capital available to the Company and they will not do or omit to do (or allow to be done) or to be omitted to be done any act or thing (in either case whether or not in the ordinary course of day-to-day operations) which is material in the context of the Company and/or the Business taken as a whole and in particular (but without limiting the generality of the foregoing) will procure that the Company shall not prior to Completion, without having first obtained from the Purchaser its prior written consent:-
(i) increase or reduce the registered capital or total amount of investment the Company;
(ii) issue any debentures or other securities convertible into debentures;
(iii) borrow or raise money other than on normal commercial terms in the ordinary course of its business;
(iv) make any advances or other credits to any person or give any guarantee or indemnity or act as surety for or otherwise secure or accept any direct or indirect liability for the liabilities or obligations of any person;
(v) factor or assign any of its book debts;
(vi) alter the terms of any financing/lending documents or security arrangements;
(vii) create or permit to arise any mortgage, charge (fixed or floating), lien, pledge, other form of security or Encumbrance or equity of whatsoever nature, whether similar to the foregoing or not, on or in respect of any part of its undertaking, property or assets other than liens arising by operation of law in amounts which are not material in its ordinary course of business;
(viii) declare, pay or make any dividends or other distributions;
(ix) make any capital expenditure in excess of RMB50,000;
(x) sell, transfer, lease, assign or otherwise dispose of or agree to sell, transfer, lease, assign or otherwise dispose of any asset or of any part of its undertaking, property or assets (or any interest therein), otherwise than in the ordinary course of business;
(xi) let or agree to let or otherwise part with possession or ownership of the whole or any part of the Property nor purchase, take on lease or assume possession of any real property;
(xii) acquire any material assets on hire purchase or deferred terms;
(xiii) enter into or amend any contract or other transac...
CONDUCT OF BUSINESS PRIOR TO COMPLETION. Part 1 – Matters subject to the Purchaser's consent
CONDUCT OF BUSINESS PRIOR TO COMPLETION. Pending Completion the Vendor must:
(a) conduct the Business in the ordinary course of business consistent with past practice;
(b) maintain all existing insurance policies over the Business, Assets and Stock and ensure that those insurances are adequate and if there is no insurance effect adequate insurance over the Business, Assets and Stock of an insurable nature;
(c) consult with and keep GTG informed in relation to material decisions about the Business and its management;
(d) maintain and protect the Business, Assets and Stock, including without limitation, fully and punctually comply with all orders, notices and requirements of any authority having jurisdiction over the Business, Assets, Stock and the Premises;
(e) not allow any new Encumbrance to be placed on the Business, Assets or Stock without GTG’s prior written consent;
(f) use its best endeavours to preserve the Goodwill of the Business; and
(g) comply with all the Vendor’s obligations under the Lease.
CONDUCT OF BUSINESS PRIOR TO COMPLETION. Declare, set aside, make or pay any dividend or other distribution (whether in cash, stock, property or any combination thereof) in respect of the shares of any member of the AIA Group;
CONDUCT OF BUSINESS PRIOR TO COMPLETION. 12.1 The Vendors and SMI jointly undertake to Vendee that they will procure that SMI does not prior to Completion, without the prior written consent of the Vendee, carry on any operations or business other than that particular company’s ordinary business activities.
12.2 In particular, but without limitation, SMI will not (or agree to) any of the following:
a. issue or agree to issue any share or loan capital or grant or agree to grant or redeem any option or amend the terms of any existing option over or right to acquire or subscribe any of its share or loan capital or borrow or raise money other than on normal commercial terms in the ordinary course of its business and consistent with past practice;
b. enter into any material contract or other material transaction or capital commitment or undertake any material contingent liability or terminate any agreement, arrangement or understanding or waive any right save as contemplated hereunder;
c. declare, pay or make any dividends or other distributions or create or permit to arise any mortgage, charge, lien, pledge, other form of security or encumbrance of equity of whatsoever nature, whether similar to the foregoing or not, on or in respect of any part of its undertaking, property or assets other than liens arising by operation of law in amounts which are not material and other than mortgages, charges, liens, pledges or other form of security given in relation to banking facilities made available to SMI or the obligations of SMI in the ordinary course of business and consistent with past practice;
d. give any guarantee, indemnity, surety or security other than guarantees, indemnity, surety or security given in relation to banking facilities made available to SMI in the ordinary course of business and consistent with past practice or dispose of or agree to dispose of or acquire or agree to acquire any material asset;
e. dispose of the ownership, possession, custody or control of any corporate or other books or records;
f. compromise, settle, release, discharge or compound any material civil, criminal, arbitration or other proceedings or any material liability, claim, action, demand or dispute or waive any right in relation to any of the foregoing or release compromise or write off any material amount recorded in the books of account of SMI; and
g. make any payment to any party other than payments made in the ordinary course of business of that company or terminate any or allow to lapse any insurance policy no...
CONDUCT OF BUSINESS PRIOR TO COMPLETION. (A) The Vendor undertake to the Purchaser that the business of the Company will be operated in a normal and prudent basis and in the ordinary course of day-to-day operations and that it will not do or omit to do (or allow to be done) or to be omitted to be done any act or thing (in either case whether or not in the ordinary course of day-to-day operations) which is material without the prior written consent of the Purchaser.
CONDUCT OF BUSINESS PRIOR TO COMPLETION. 6.1 Pending Completion, the Vendor shall cause the Business to be conducted only in the ordinary and regular course consistent with past practices and shall not without the prior written consent of the Purchaser purchase, sell, lease, encumber or otherwise dispose of any of the Assets, except Stocks in the ordinary course of business and consistent with past practice, or make any change in the Business operations or the manner of conducting the Business.
6.2 The Vendor shall preserve the existence, rights and business organisation of the Business, keep available to the Purchaser, the Vendor's officers and employees engaged in the Business and use its best efforts to preserve for the Purchaser the present relationships of the Vendor in respect of the Business with its songwriters, artists, suppliers and customers and any other person having business relationships with the Vendor.
CONDUCT OF BUSINESS PRIOR TO COMPLETION. 5.1 Each of the Material Sellers and Material Optionholders shall procure that at all times during the Interim Period, the Company shall carry on the Business in the normal and ordinary course and in the manner contemplated in clause 5.2 below.
5.2 Subject to clauses 5.3 and 5.4 below, each of the Material Sellers and Material Optionholders shall procure that during the Interim Period, except with the prior written consent of the Buyer, the Company shall not (and shall not agree to), to the extent that any of the matters contemplated by this clause 5.2 are within their control:
5.2.1 dispose of any material assets used or required for the operation of the Business; or
CONDUCT OF BUSINESS PRIOR TO COMPLETION. (a) Except as otherwise agreed with the Purchaser in writing, between the execution of this Agreement and the Completion, the Seller shall procure that the business of each Group Company is carried on in all material respects only in the Ordinary Course of Business and shall comply with the obligations set out in Schedule A.
(b) Notwithstanding anything to the contrary in this Agreement, any Party or any Group Company shall not (x) be prevented from undertaking, (y) be required to obtain the consent of the Purchaser in relation to, or (z) incur any liability as a result of effecting, any of the following on or prior to Completion:
(i) any matter required by Law binding on such Person;
(ii) the implementation of any transaction or the taking of any action permitted or provided for by this Agreement; or
(iii) in the case of the Seller and the Group Companies, the incurrence of Permitted Leakage.
