Other Seller’s Obligations Prior to Closing. 5.4.1 Prior to Closing each Seller shall, and shall procure that its Target Group Companies and that Seller’s Affiliates shall, allow the other Seller and its respective agents, upon reasonable notice, reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to its Target Group, provided that the obligations of each Seller under this Clause shall not extend to allowing access to information which is (i) reasonably regarded as confidential to the activities of that Seller and that Seller’s Group otherwise than in relation to its Target Group or (ii) commercially sensitive or other information of its Target Group if such information cannot be shared with the other Seller prior to Closing in compliance with Applicable Law (though the Seller sharing the books, records and/or documents shall seek to share such information with the other Seller to the extent and in such a manner as would comply with Applicable Law).
5.4.2 The parties shall comply with their respective obligations under Schedule 6.
Other Seller’s Obligations Prior to Closing. Without prejudice to the generality of this Clause 5, prior to Closing the Seller shall, and shall procure that the relevant Vaccines Group Companies, the Seller and the Seller’s Affiliates shall allow the Purchaser and its respective agents, upon reasonable notice, reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Vaccines Group, provided that the obligations of the Seller under this Clause shall not extend to allowing access to information which is (i) reasonably regarded as confidential to the activities of the Seller and the Seller’s Group otherwise than in relation to the Vaccines Group or (ii) commercially sensitive; or (iii) other information of the Vaccines Group if such information cannot be shared with the Purchaser prior to Closing in compliance with Applicable Law (though the Seller shall seek to share such information with the Purchaser to the extent and in such a manner as would comply with Applicable Law).
Other Seller’s Obligations Prior to Closing. 5.2.1 Without prejudice to the generality of Clause 5.1.1, prior to Closing the Seller shall:
(i) allow the Purchaser and its agents, upon reasonable notice, during normal working hours, reasonable access to, and to take copies of, the books, records and documents of the Business;
(ii) take all reasonable steps to preserve the validity of the Owned Business IPR;
(iii) not assign, dispose of or create any Encumbrance over, or agree to assign, dispose of or agree to create any Encumbrance over any Owned Business IPR;
(iv) not grant any licence, or agree to grant any licence, to any third party, to use any Owned Business IPR; and
(v) not terminate, materially amend, transfer or grant a waiver under any agreement with a third party under which Owned Business IPR is licensed by the Seller.
5.2.2 For the avoidance of doubt, the Seller shall not be liable for any claim under this Clause 5 unless Closing occurs pursuant to and in accordance with the terms and conditions of this Agreement.
Other Seller’s Obligations Prior to Closing. 5.8.1 The Seller shall procure that prior to Closing the Purchaser is granted reasonable access upon reasonable notice to meet with each Senior Employee in order to discuss and negotiate their terms of employment as from Closing, including, for the avoidance of doubt, the insertion of customary non-compete and non-solicitation restrictions and XXXXX and gardening leave provisions into their employment terms. For the avoidance of doubt, the agreement or failure of any Senior Employee to agree to any amendments to their employment terms shall not constitute a breach of this Agreement.
5.8.2 The Seller agrees, to the extent permitted by applicable law, to promptly notify the Purchaser of any requests and enquiries with respect to the GetFresh Transaction that any Group Company may receive from the OCCP at any time prior to Closing and to procure that the relevant Group Company only responds to any such requests and enquiries with the prior consent (not to be unreasonably withheld or delayed) of, and following consultation with, the Purchaser.
5.8.3 The Seller agrees to discuss in good faith with the Purchaser the Seller’s proposed strategy for communicating details of the Transaction with any of the Group’s material contractual counterparties who would, on completion of the Transaction, have the ability to terminate or materially amend (in a way disadvantageous to the Group) the terms of their agreement.
(i) The Purchaser acknowledges and agrees that obtaining Debt Financing or financing of any kind is not a condition to completion of the Transaction and reaffirms its obligation to consummate the Transaction subject solely to the satisfaction or waiver of the conditions in Clause 4.1 irrespective and independently of the availability of the Debt Financing or any other financing.
(ii) The Purchaser has delivered to the Seller true, complete and correct copies of the Commitment Letter (collectively, the “Debt Financing Commitment”), pursuant to which the lenders party thereto have committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the purposes set forth therein, including completion of the Transaction (the “Debt Financing”). The Debt Financing Commitment has not been amended or modified as of the date hereof. Except for a fee letter relating to fees with respect to the Debt Financing (a redacted copy (as to economic terms and other commercially sensitive numbers) of which has been provided to the Seller),...
Other Seller’s Obligations Prior to Closing. 5.8.1 Without prejudice to the generality of Clauses 5.1.1 and 5.6, prior to Closing, the Seller shall keep the Purchaser informed of any material steps and the development of the Pre-Closing Reorganisation Plan through the transition steering committee or otherwise. The Seller shall, and shall procure that the relevant members of the Seller’s Group shall, allow the Purchaser and its agents, upon reasonable notice, reasonable access to and, with the prior consent of the Seller (which shall not be unreasonably withheld, conditioned or delayed), to take copies of, the books, records and documents of or relating in whole or in part to the Group, provided that the obligations of the Seller under this Clause shall not extend to allowing access to information which is (i) reasonably regarded as confidential to the activities of the Seller’s Group and the Seller otherwise than in relation to the Group Companies or (ii) commercially sensitive information of the Group Companies if such information cannot be shared with the Purchaser prior to Closing in compliance with Applicable Law.
5.8.2 The Seller shall provide the Purchaser with the balance sheets and the profit and loss accounts of the CFB Business (reflecting, for the avoidance of doubt, any part thereof conducted by any member of the Retained Group), as at the end of each month between the date hereof and the Closing Date, as soon as reasonably practicable following the end of the relevant month (the Seller shall use reasonable endeavours to provide such balance sheets and the profit and loss accounts of the CFB Business within 15 Business Days from the end of the relevant month).
Other Seller’s Obligations Prior to Closing. 6.3.1 Each of the Sellers shall use its reasonable endeavours to facilitate contact and, if requested by the Purchaser, to procure discussions and/or meetings between the Purchaser on the one hand and BZ WBK and BZ WBK AIB Asset Management (respectively) on the other hand in order for the Purchaser to discuss any post-Closing integration plans or other issues which the Purchaser may wish to raise with the management of BZ WBK or BZ WBK AIB Asset Management.
6.3.2 Each of the Sellers further undertakes that:
(i) until the date of the AIB EGM, it shall not and shall procure that no member of the AIB Group shall enter into any binding agreement for the sale, transfer or disposal of the Shares;
(ii) if the resolution proposed at the AIB EGM is not passed, it shall not and shall procure that no member of the AIB Group shall enter into any binding agreement for the sale, transfer or disposal of the Shares for a period of seven months from the date of such general meeting; and
(iii) if the resolution proposed at the AIB EGM is passed, it shall not and shall procure that no member of the AIB Group shall enter into any binding agreement for the sale, transfer or disposal of the Shares for the period until the earlier of Closing or termination of this Agreement.
Other Seller’s Obligations Prior to Closing. 5.4.1 Without prejudice to the generality of Clause 5.1, prior to Second Closing the Sellers shall, and shall procure that the B Group Companies shall (and prior to First Closing only that the A Group Companies shall) allow the Purchaser and its agents and advisers, upon reasonable prior notice, reasonable access during customary business hours and accompanied by a representative of one of the Sellers, if the Sellers may reasonably require, to each Employee and to each Property, and to take at the Purchaser’s expense, copies of, the books, records and documents of or relating in whole or in part to the Group.
5.4.2 The Sellers shall deliver to the Purchaser within 5 Business Days of the last day of each calendar month a report of historic cash flow for the B Group Companies (and prior to First Closing only for the A Group Companies) and the Sellers for that month, in the same format and with the same level of detail as the Working Capital Projections, and, at the reasonable request of the Purchasers, such additional information or explanation in respect of the report as the Sellers are reasonably able to provide.
Other Seller’s Obligations Prior to Closing. Without prejudice to the generality of Clause 6, from the date of this Agreement up to and including Closing, the Sellers shall, and shall procure that the Group Companies shall:
6.4.1 allow the Purchaser and its agents, upon reasonable notice, reasonable access to: (i) the books, records and documents of the Group; and (ii) the premises used by, and management of the Group, in each case to the extent reasonably required for the purpose of planning implementation of the transactions contemplated by this Agreement, provided that the obligations of the Sellers under this Clause 6.4.1 shall not extend to allowing access to information which is reasonably regarded as confidential to the activities of the Sellers otherwise than in relation to the Group Companies;
6.4.2 cooperate with reasonable requests made by the Purchaser with the intention of ensuring the efficient continuation of management and operations of the relevant Company after Closing and preparing for the introduction of the Purchaser’s normal working procedures on or after Closing.
Other Seller’s Obligations Prior to Closing. The Sellers shall:
(a) during the entire period between the date hereof and the Closing Date, promptly inform the Purchaser in writing upon their becoming aware of any material breach of any of Sellers’ Representations and Warranties or any of the covenants contained herein;
(b) during the entire period between the date hereof and the Closing Date, cause the VRV Group not to undertake or enter into any obligations to or from, or contracts or transactions with, any Persons (including customers, suppliers and distributors or other similar agents) located in, or with respect to any project located in or products or services destined to, the Designated Country;
(c) as soon as practicable after the date hereof and in any event prior to the Closing Date, amend the Related Party Leases in accordance with Exhibit 9.3(c);
(d) either: (i) at any time prior to the Closing Date, cause VRV (x) to ship to the relevant customer the Iranian Products, provided that they have been fully paid, (y) terminate any other Pending Contracts (unless such contracts have been fully performed prior to the Closing Date), and (z) pay any outstanding debts under the Pending Contracts such that those applicable Pending Contracts shall have been fully completed; and the Sellers shall promptly provide to the Purchaser a copy of the relevant documentation in relation to the above mentioned actions and adequate evidence reasonably satisfactory for the Purchaser of such actions having been completed, or (ii) at any time prior to the Closing Date, but in any case only after the Iranian Products have been fully built and completed, cause the VRV Group’s business comprised of all obligations to or from, and contracts or transactions with, any Persons (including customers, suppliers and distributors or other similar agents) located in, or with respect to any project located in or products or services destined to, the Designated Country (the “Iran Business”) to be fully transferred to an entity entirely outside the VRV Group (the “Spinoff Entity”) by causing VRV to enter into a business purchase agreement substantially in the form attached hereto as Exhibit 9.3(d) and to register such agreement with the Register of Enterprises according to Article 2556, paragraph 2, of the Italian Civil Code (the “Spinoff Transaction”); and the Sellers shall promptly provide to the Purchaser a copy of the relevant documentation in relation to the above mentioned actions and adequate evidence reasonably satisfactory...
Other Seller’s Obligations Prior to Closing. Without prejudice to the generality of Clause 5.1, and to the extent permitted under applicable laws (anti-trust or otherwise) prior to Closing the Seller shall:
5.3.1 procure that the Group Companies shall consult with the Purchaser in relation to all material matters concerning the running of the Group;
5.3.2 procure that the Group Companies shall provide to the Purchaser and its Representatives such information as they may reasonably request for the purpose of monitoring the status of the business in this period and preparing a post-Closing integration plan; and
5.3.3 use reasonable endeavours to procure that Crown Castle UK and Crown Castle UK Pension Trust Limited execute a deed as soon as reasonably practicable following the date of this Agreement in relation to the Seller's Pension Scheme which is substantially in the form of the draft Second Definitive Deed and Rules disclosed to the Purchaser pursuant to Section 6.7 of the Disclosure Letter.
