PERIOD TO COMPLETION Clause Samples
PERIOD TO COMPLETION. 5.1 Pending Completion, the Management Shareholders undertake to the Purchaser to procure (insofar as the Management Shareholders are able to do so) that: (i) the business of the Company; and (ii) the business of each other Target Company is conducted in accordance with applicable laws and in the ordinary and usual course and shall take all such steps as are reasonably required to protect and preserve the business and assets of each Target Company and to maintain that business as a going concern and with a view to profit.
5.2 Without prejudice to the generality of clause 5.1, the Management Shareholders undertake to the Purchaser to procure (insofar as the Management Shareholders are reasonably able to do so) that the Company shall, and shall procure that each Target Company shall, not effect or undertake any matter set out in Schedule 2 in the period from the date of this Agreement to the Completion Date without the prior approval of the Purchaser (such approval not to be unreasonably withheld or delayed).
5.3 The Seller shall not, if approval for such matter is requested, approve any proposed action of a Management Shareholder of which it has prior notice if it is aware that such action would breach either of clauses 5.1 or 5.2.
5.4 The Seller shall procure that any director of any Target Company that is an officer, employee or director of the Seller, Terra Firma or any Related Person of either of the foregoing, or any director that is a nominee company of either the Seller, Terra Firma or any Related Person of either of the foregoing, shall not, subject to that director complying with his or her fiduciary duties and all applicable law and regulatory requirements, approve any proposed action of a Management Shareholder of which it has prior notice if the relevant director is aware that such action would breach either of clauses 5.1 or 5.2.
5.5 A Management Shareholder shall notify the Purchaser as soon as reasonably practicable if he becomes aware of any matter, fact or circumstance which constitutes a breach of either of clauses 5.1 or 5.2 prior to Completion.
5.6 On the Completion Statement Date, the Seller shall provide to the Purchaser the Completion Statement (on the basis that its contents are calculations made in good faith and without liability save in respect of fraud).
5.7 On the date of this Agreement, each Management Shareholder shall deliver to the Seller’s Solicitors:
(a) a stock transfer form in the name of the Company in respect of all th...
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. 4.1 Subject to clause 4.2, the Seller undertakes with the Buyer to exercise all its rights (including its votes as shareholder in the Company) to procure that each Group Company shall:
(a) comply with schedule 3 (but only insofar as schedule 3 expressly provides that its terms are applicable to that Group Company), and save as otherwise approved by the Buyer (such approval not to be unreasonably withheld, conditioned or delayed);
(b) operate its business and activities in the usual course in compliance with all laws and regulations applicable to it which are material to the conduct of the business and in substantially the same manner as its business has been carried out on and before the date of this agreement; and
(c) take all reasonable steps to preserve and protect its business and assets, in each case, in the period between the date of this agreement and the date on which Completion occurs.
4.2 Clause 4.1 shall not apply in respect of and shall not operate so as to restrict or prevent:
(a) if Completion has not occurred by the date falling 20 days prior to the Final Maturity Date (as defined in the £350,000,000 Term Loan Facility Agreement), any member of the Group agreeing an amendment to the £350,000,000 Term Loan Facility Agreement in order to extend the maturity date of the term loan made thereunder or entering into a replacement of the £350,000,000 Term Loan Facility Agreement, provided that such amendment and extension or replacement shall be on substantially the same terms as the £350,000,000 Term Loan Facility Agreement and shall not result in any additional costs, expenses or break fees being incurred or payable by the Group (unless otherwise agreed with the Buyer);
(b) WPD plc (i) agreeing an amendment to (or a waiver of any term of) the £210,000,000 Revolving Credit Facility Agreement and/or the £50,000,000 Term Loan Facility Agreement in order to cure or remedy any default or event of default (howsoever described) that is or may be continuing and/or (ii) if any such amendment is not obtained to cure or remedy any default of event of default (howsoever described), prepaying or repaying all amounts drawn under the £210,000,000 Revolving Credit Facility Agreement and/or the £50,000,000 Term Loan Facility Agreement (and cancelling any such facility so prepaid or repaid) and, if any member of the Group so elects, entering into one or more new debt financing arrangements (whether with a third party or a member of the Seller Group) to fund such pr...
PERIOD TO COMPLETION. 4.1 ▇▇▇▇▇▇ undertakes to RoweCom to procure that each member of the Group (including, in respect of each of the Asset Businesses, the relevant Asset Vendor) shall unless otherwise agreed in writing by RoweCom:-
(a) operate its business and activities in their usual course and in such a manner between today's date 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 material breach of the Warranties upon their repetition immediately prior to Completion and will not make or institute any material changes in its methods of purchase, sale, management, accounting or operation during such period; and
(b) without prejudice to the generality of the foregoing, comply with each of the undertakings set out in schedule 5, provided that ▇▇▇▇▇▇ shall not be liable under this clause 4.1 to the extent that such liability has arisen as a result of any act, omission or direction of the RoweCom Group.
4.2 If:-
(a) ▇▇▇▇▇▇ is in material breach of any of the Warranties or there occur circumstances, facts, matters or events from time to time subsisting which would constitute a material breach of any of the Warranties or would give rise to a material claim under any of the Indemnities and/or the Tax Deed; or
(b) there shall occur any act or event between the date hereof and Completion which would result in a material breach of any of the Warranties were they repeated immediately prior to Completion; or
(c) there is any material breach or non-fulfilment by ▇▇▇▇▇▇ of its obligations hereunder, which in any such case is incapable of remedy or, if capable of remedy, is not remedied by ▇▇▇▇▇▇ by the Completion Date or (if earlier) within seven days after notice thereof from RoweCom requiring the same to be remedied then in any such case RoweCom shall be entitled to elect by notice in writing to ▇▇▇▇▇▇ not to complete the purchase of the US Shares and the Asset Businesses in accordance with clause 2.1, in which event this agreement shall automatically terminate save that the rights and liabilities of the parties which have accrued prior to termination under clauses 15, 18, 19, 27 and 29 shall continue to subsist. For the purposes of this clause 4.2, "material" means material in the context of the sale and purchase of the Group as contemplated by this agreement when such sale and purchase of the Group is taken as a whole.
4.3 RoweCom shall not be entitled to exercise its right to not complete under th...
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 ▇▇▇▇ ▇▇▇▇, 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. 12 5. COMPLETION.........................................................17 6. CAPITAL EMPLOYED AND COMPLETION ACCOUNTS...........................22 7. RELEASE............................................................25 8. WARRANTIES.........................................................25 9.