Pending Completion. The Vendor hereby undertakes that it will procure that (save only as may be necessary to give effect to this Agreement) neither it nor the Company shall do, allow or procure any act or omission in the period up to and including Completion which would constitute a breach of or would be inconsistent with any of the Warranties or which would make any of the Warranties inaccurate or misleading or which would interfere with or prevent Completion.
Pending Completion. (a) VIP shall procure that the Core Wind Group; and
(b) HET shall procure that the 3 Italia Group, each continues to carry on business (and manage affairs relating to Tax) in the ordinary and usual course and in compliance with applicable law and regulation and takes all reasonable steps to preserve their business and assets, provided that nothing in this clause 19.2 shall prevent VIP, HET or any member of the Core Wind Group or the 3 Italia Group from taking such actions as it or they shall in their absolute discretion consider necessary or desirable in order to maintain or increase the value of the business carried on by it or them or to act in a manner intended to compete with its or their respective competitors, provided that no such action could adversely affect Completion after the Parties have become obliged to effect Completion. Nothing in this clause 19.2 shall prevent any member of the Core Wind Group from entering into (i) a memorandum of understanding or agreement (or set of agreements) for the establishment of a digital services platform, provided such memorandum of understanding or agreement is consistent with the draft Heads of Terms for a Strategic Collaboration between Wind TS and GS&Co LLC located in folder 4.12.8.1 of the Wind Virtual Data Room; or (ii) an agreement or agreements with Ericsson (or affiliates of Telefonaktiebolaget LM Ericsson) for the implementation of technology solutions in the operations of the Core Wind Group.
Pending Completion. 7.1 With effect from the date of the execution of this Agreement hereof the Vendor hereby agrees and undertakes with the Purchaser:-
7.1.1 that the Vendor shall use his best endeavours to carry on the business of the Company in a professional manner and shall not carry out or omit to carry out any act which is or will be detrimental to the business and affairs of the Company;
7.1.2 that no amendment whatsoever be made to the Memorandum and Articles of Association of the Company without the prior written consent of the Purchaser;
7.1.3 that the Company shall not issue or allot any shares or create or issue any obligations or securities convertible into shares whether fully paid or otherwise to any persons including the Vendor himself without the prior written consent of the Purchaser;
7.1.4 that the Company shall not, (save and except expressly provided by this Agreement) consolidate or subdivide any shares, create any new class of shares, grant any options over shares or any rights to subscribe for shares 12 or debentures or to convert any debentures or obligations into shares, alter any of the rights attached to any shares, reduce any share capital or otherwise re-organise or grant any rights in respect of the share capital in any way without the prior written consent of the Purchaser;
7.1.5 that the Company shall not (save and except as disclosed to the Purchaser) in any way sell or dispose or grant any option to sell or dispose any part of its undertaking, property or assets in any manner howsoever save in the ordinary course of business without the prior written consent of the Purchaser;
7.1.6 that the Company shall not (save and except in the ordinary course of business or as disclosed to the Purchaser) enter into any material or substantial transaction or incur any material or substantial liability, whether actual or contingent. For the purpose of this paragraph the term "transaction" includes guarantees and indemnities;
7.1.7 that the Company will not without the consent of the Purchaser in any way depart from the ordinary course of its day to day business either as regards the nature or scope or manner in conducting the same;
7.1.8 that the Company and all persons within the Vendor's control shall not carry out or otherwise do or omit to do anything which may cause or be likely to cause the licences for the operations of the business of the Company to be suspended, withdrawn or jeopardise the renewal thereof;
7.1.9 that since the Accounts Date, no ...
Pending Completion. (a) on reasonable notice by the Buyer to the Seller, the Seller shall procure that the Group Companies shall give the Buyer and any person authorised by it reasonable access to the premises of any Group Company during normal business hours (at the Buyer’s cost and expense) so far that it is lawful and permitted under law, regulation and government guidance including with respect to COVID-19; and
(b) the Seller shall procure that:
(i) monthly management accounts including supporting information are provided to the Buyer, together with any other information reasonably requested by the Buyer in relation to the Group Companies and their businesses from time to time; and
(ii) members of the senior management team of the Group shall meet (including by means of telephone, video conference or other audio or audio-visual link or other form of telecommunication) with representatives of the Buyer on a fortnightly basis for the purpose of discussing regulatory matters, progress on IT and cyber matters, transition planning and business performance and providing context to the materials provided to the Buyer pursuant to clause 4.7(b)(i).
Pending Completion the Buyer and any person authorised by it shall be given reasonable access to the Properties and to all the books and records of each Company and the directors and employees of each Company shall be instructed to give as soon as reasonably practicable all such information and explanations as the Buyer or any such person may reasonably request.
Pending Completion. 5.1 In the period between the Effective Date and the Completion Date, except as disclosed in or permitted or contemplated by this Agreement or as consented to by the Purchaser, the Vendor must procure that:
(a) the business of the Company is conducted in the ordinary course and the Company only deals with its Assets in the ordinary course, including (but not limited to) ensuring the Company:
(i) protects and maintains each of the Assets; and
(ii) does not encumber any of the Assets or the business of the Company other than in the ordinary course;
(iii) does not declare or pay any dividend or make any other distribution of the Assets or of profits of the Company;
(b) accurate and proper accounts are kept so as to enable the Purchaser, or an auditor appointed by the Purchaser, to be satisfied that the Vendor has complied with all their obligations under this Agreement;
(c) the Purchaser is kept fully informed of the activities of the Company business;
(d) no directors are appointed to the Company or any of its subsidiaries, and no directors are removed;
(e) no actions are taken that may adversely affect the relationships the Company has with its clients, suppliers, employees and contractors; and
(f) the Company does not cancel or fail to renew any insurance policy in existence as at the Effective Date in the name of or for the benefit of the Company unless a replacement policy (on terms no less favourable to the Company, if available in the market place) has been put into place.
5.2 The Vendor shall ensure that for the period from the Effective Date until Completion the Company does not make any further loans or advances to any person or repay any loan or indebtedness to the Vendor, or its respective Associated Persons unless first agreed to by the Purchaser in writing.
Pending Completion. 4.1 From 6 June 2003 to the Completion Date, Toll Rail has complied with all its obligations under clauses 8.2 and 8.3 of the Heads of Agreement.
Pending Completion. Tthe Vendor shall promptly notify the Purchaser of the acquisition or creation of any:
10.30.1 new fixed asset or plant and equipment which is annexed to or forms part of the Sites; and/or
10.30.2 new loose plant, machinery, tools or furniture employed in the Business.
Pending Completion. Mr Vxxxxxxxx xxxll procure that (save only as may be necessary to give effect to this Agreement) neither the Parent, the Company nor the Subsidiary shall do, allow or procure any act or omission before Completion which would constitute a breach of any of the Warranties if they were given at any and all times from the date hereof down to Completion or which would make any of the Warranties inaccurate or misleading if they were so given.
Pending Completion. 7.1 With effect from the date of the execution of this Agreement hereof the Vendors hereby agree and undertake with the Purchaser:-
7.1.1 that the Vendors shall use their best endeavours to carry on the business of the Company in a professional manner and shall not carry out or omit to carry out any act which is or will be detrimental to the business and affairs of the Company;
