PERIOD TO COMPLETION. 4.1 The Seller undertakes with the Buyer to procure that each Group Company shall:
(a) operate its business and activities in their usual course and in such a manner between the date of this agreement and the Completion Date as to ensure that no act or event shall occur during that period which would be reasonably expected to result in a breach of the Warranties upon their repetition immediately prior to Completion; and
(b) comply with each of the undertakings set out in schedule 5.
4.2 Pending Completion, the Buyer and any person authorised by it shall be given reasonable access to the books and records of each Group Company and the directors and employees of each Group Company shall be instructed to give all such information and explanations as the Buyer or any such person acting on the Buyer’s behalf may reasonably request.
4.3 If:
(a) the Seller is in breach of any of the Warranties; or
(b) there shall occur any act or event which upon Completion would or might reasonably be expected to result in a breach of any of the Warranties were they repeated immediately prior to Completion by reference to the facts and circumstances then existing; or
(c) there is any breach or non-fulfilment by the Seller of its obligations hereunder; or
(d) between the date of this agreement and Completion there is any material adverse change in the business, operations, assets, liabilities or financial position of the Group taken as a whole (excluding world, regional or industry events that are not peculiar to the Group or any of its members), which in any such case is incapable of remedy or, if capable of remedy, is not remedied by the Seller by the Completion Date or (if earlier) within seven days after notice thereof from the Buyer requiring the same to be remedied, then in any such case the Buyer shall be entitled (in addition and without prejudice to any other rights or remedies it may have against the Seller under this agreement or otherwise) to elect by notice in writing to the Seller not to complete the purchase of the Shares, in which event clause 4.5 shall apply and this agreement shall automatically terminate save that the rights and liabilities of the Parties which have accrued prior to termination shall continue to subsist, including those under this clause 4.3 and clauses 11, 12, 14 and 17 to 25 (inclusive).
4.4 The Seller undertakes to the Buyer that it will disclose forthwith in writing to the Buyer any matter or thing which may arise or become known to it afte...
PERIOD TO COMPLETION. 17 5. COMPLETION...........................................................18
PERIOD TO COMPLETION. 6.1. Subject to clause 6.3, each Seller Party undertakes to the Buyer, to the extent it is within its power to do so, to use all reasonable endeavours to comply with each of the undertakings set out in Schedule 7 from the date of this agreement until Completion.
6.2. Subject to clause 6.3, each Seller Party undertakes to the Buyer, to the extent it is within its power to do so, to use all reasonable endeavours to comply with each of the undertakings set out in Schedule 8 from the Completion Date until the NLN Completion.
PERIOD TO COMPLETION. The Vendors covenant with the Purchaser to procure that the business and activities of the Company and the Subsidiaries shall be conducted in the ordinary course and in such a manner between the date hereof and the Completion Date as to ensure that no act or event shall occur during the period which would or might result in a breach of the Warranties upon the repetition at Completion.
PERIOD TO COMPLETION. 5.1 Each of the Sellers severally (and not jointly) undertake with the Buyer to procure that each Group Company shall:
5.1.1 operate its business and activities in their usual course so as to maintain it as a going concern and in a manner materially consistent with its current operation; and
5.1.2 comply with each of the undertakings set out in schedule 6 save with the consent of the Buyer, such consent not to be unreasonably withheld or delayed, provided that the obligations of the Institutional Sellers and the Trustee Sellers pursuant to this clause 5.1 shall be limited to them procuring the above to the extent possible by them exercising their rights as shareholders in the Company.
5.2 Pending Completion the Buyer shall be entitled to have:
5.2.1 reasonable access to the Management Sellers and the managing director of each of the three divisions of the Group;
5.2.2 following reasonable notice from the Buyer to the Management Sellers, such access to Xxxx Xxxx, the head of procurement of the Group and to each of the finance directors of each of the three divisions of the Group as the Buyer may reasonably require; and
5.2.3 following reasonable notice from the Buyer to the Management Sellers, and with the prior agreement of the Management Sellers (such agreement not to be unreasonably withheld), access to any of the Properties as the Buyer may reasonably require.
5.3 Pending Completion, and as far as permitted by applicable competition laws, the Management Sellers shall, upon reasonable notice from the Buyer, provide to the Buyer:
5.3.1 an update on the financial and trading position of the Group and each of the said divisions including the provision of the management accounts of the Group at the same time as such accounts are required to be provided to the Institutional Sellers;
5.3.2 material information in respect of the Material Contracts as the Buyer may reasonably request; and
5.3.3 such other material information relating to the operations of the Group as the Buyer may reasonably request.
PERIOD TO COMPLETION. The Seller undertakes with the Buyer to use all reasonable endeavours to procure that each Company shall operate the CTS Business and activities in their ordinary course between today's date and the Completion Date (and in particular shall comply with the undertakings set out in schedule 7 of this agreement), except as otherwise contemplated by the Intellectual Property Agreement. Pending Completion the Buyer and any person authorised by it as its agent 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 all such information and explanations as the Buyer or any such person may reasonably request provided that such information relates directly to the proposed transactions to be effected under the terms of this agreement. Any such inspection or investigation shall be conducted at reasonable times, on prior notice, and under such circumstances as the Seller may reasonably impose.
PERIOD TO COMPLETION. 4.1 Between execution of this Agreement and Completion each Seller shall procure that each Group Company shall carry on its business in the ordinary and usual course and in the same manner that the business was carried on during the six months preceding the date of this Agreement and in particular each Seller shall procure that:
4.1.1 save where the Buyer otherwise consents in writing (such consent not to be unreasonably withheld or delayed), each Group Company complies with the undertakings set out in Schedule 3; and
4.1.2 the Buyer and its advisers (including its surveyors, solicitors and accountants) and agents shall upon reasonable notice be given reasonable access during customary working hours to the premises and all Books and Records of the Group and the directors and employees of the Group and each member of the Group will be instructed to give promptly all such information to the Buyer or any person as they may reasonably request.
4.2 Each Seller shall procure that, after the Condition Satisfaction Time and prior to Completion, the Company shall comply with the provisions set out in clause 6.1.
4.3 If at any time before Completion a Seller becomes aware of any matter or thing that
(i) gives rise to a breach of clause 4.1, clause 6.1 or any Warranty, or (ii) makes a Warranty untrue on its repetition immediately before Completion, such Seller shall promptly notify the Buyer in writing.
PERIOD TO COMPLETION. 5.1 Between the execution of this Agreement and Completion or the earlier termination of this Agreement the Vendors shall:
(a) comply with the provisions of schedule 3; Table of Contents
(b) not commit, and shall not procure or knowingly permit the commission of, any act or omission which:
(i) constitutes a Claim or would constitute a Claim if Completion were to take place;
(ii) constitutes a breach by the Vendors of clauses 5.1(a) or 19 or 27.
(c) immediately notify the Purchasers, together with reasonable details, if it becomes aware of a fact, event or circumstance which constitutes a breach of clause 5.1(a) or which is described in sub-clauses (b)(i) to (b)(ii) of clause 5.1.
5.2 If at any time before Completion.
(a) any breach of clause 5.15.1(a) shall occur where the direct or indirect impact of such breach is or is reasonably likely to result in an aggregate loss or liability to the Purchasers (or either of them) which is a Material Loss;
(b) any act or omission or event shall be discovered which renders any of the Warranties in paragraphs 1.1, 1.2, 9.1(a),10.3(a) and 14.1(b) (but only in connection with the legal and beneficial ownership of the trading name of the School);
(c) any act, omission or event shall occur which renders any of the Warranties (other than those mentioned in clause 5.2(b) above) untrue, inaccurate or misleading and the direct or indirect impact of such breach is or is reasonably likely to result in an aggregate loss or liability to the Purchasers (or either of them) which is a Material Loss, then the Purchasers shall be entitled by written notice to the Vendors at any time before Completion to rescind this Agreement with immediate effect without any liability to the Purchasers.
5.3 If the Purchasers rescind this Agreement pursuant to clause 5.2 each party’s further rights and obligations shall cease immediately on termination provided that:
(a) the Vendors shall forthwith refund the Deposit to the Purchasers together with all interest accrued thereon;
(b) termination shall not affect a party’s accrued rights, liabilities and obligations at the date of termination; and
(c) the obligations of the parties under clauses 19, 27 and 34 shall remain in full force and effect.
5.4 Any failure or omission of the Purchasers to exercise its right of rescission pursuant to clause 5.2 shall not in any way prejudice or be construed as a waiver of any of its rights under this Agreement to claim damages, compensation or indemnity under the Wa...
PERIOD TO COMPLETION. 11.1 The Seller undertakes with the Buyer that from the date of this Agreement to the Completion (both dates inclusive) it will procure that the business of the Company will be carried on in the normal and ordinary course and will procure that the Company will not (without the prior written consent of the Buyer) other than as provided for in this Agreement:
(a) enter into any material transaction, contract or arrangement material for the purpose of this clause 11.1
(a) being a transaction contract or arrangement for a principal amount which exceeds or could exceed Pound Sterling10,000;
(b) enter into any lease, hire purchase or other agreement or arrangement for payment on deferred terms;
(c) grant a lease, licence or third party right in respect of any of the Properties or otherwise transfer or dispose of any of its interests in any of the Properties;
PERIOD TO COMPLETION. 18 SCHEDULE 1....................................................................................................20 Particulars relating to the Vendors...........................................................................20 SCHEDULE 2....................................................................................................23 Particulars relating to the Company...........................................................................23 SCHEDULE 3....................................................................................................24
