OBLIGATIONS PENDING COMPLETION Clause Samples

OBLIGATIONS PENDING COMPLETION. 5.1 Except where any prior written direction or consent of the Purchaser to the contrary has been given to the Vendor and as from the date hereof and pending Completion of this Agreement, the Vendor hereby undertakes that it shall:- (a) not hold or convene any general meeting which proposes or passes a resolution which is prejudicial to this Agreement except to give effect to this Agreement; (b) use its best endeavours to maintain good business relations with the customers of the Business for the purpose that on Completion, the Purchaser may carry on the Business with as much continuity as possible; and (c) not do anything that may be prejudicial to this Agreement. 5.2 The Vendor shall not, after the execution of this Agreement, enter into any agreement, transaction or arrangement whatsoever (whether conditional or otherwise) to sell, dispose of, transfer, assign, convey or encumber the Assets to any other party whomsoever. 5.3 The Vendor hereby undertakes and the Eltrax Guarantors hereby undertake that they shall procure that each company in the Vendor's Group shall not:- (a) use, in any way, for their own account or the account of any other party, nor disclose to any third party confidential information relating to the Business or any clients or customers of the Business or any Assets or information which are the subject of this Agreement save as may be required by law or which enters the public domain (through no fault of the Vendor); (b) publish any technical descriptions of such confidential information referred to in Clause 5.3(a) above beyond those published and authorised for disclosure by the Purchaser save as may be required by law or which enters the public domain (through no fault of the Vendor); (c) for three (3) years following the Completion Date, either on its own account or through any other person anywhere within Malaysia unless otherwise authorised by the Purchaser in writing: (ci) solicit, interfere with nor endeavour to entice away from the Purchaser any person who is now or has during the last two (2) years preceding the Completion Date been a client or customer or employee of the Vendor in relation to the Business; and