POSITION PENDING COMPLETION Clause Samples
The 'Position Pending Completion' clause establishes that a particular role, responsibility, or contractual obligation will not be fully assigned or effective until certain specified conditions or tasks are completed. In practice, this means that an individual or party may be designated for a position or duty, but their official appointment or the commencement of their responsibilities is contingent upon the fulfillment of prerequisites, such as obtaining necessary approvals, completing training, or finalizing documentation. This clause ensures that all required steps are completed before a position is formally assumed, thereby reducing the risk of premature assumption of duties and ensuring readiness and compliance.
POSITION PENDING COMPLETION. 5.1 Subject to clause 5.2, Pending Completion the Vendor must procure that the Business is carried on in all respects in the ordinary and usual course and in the same manner as prior to the date of this agreement including, without limitation, maintaining all insurance policies current at the time of this agreement and, in particular, procure that no Group Company, except with the prior written consent of the Purchaser:
(a) transfers or otherwise disposes or agrees to transfer or dispose of the whole or any part of the Business;
(b) makes a material change in the nature of, or ceases carrying on, the Business;
(c) sells or otherwise disposes of any material asset of the Group; or
(d) enters into any material, unusual or abnormal contract or commitment.
5.2 The Purchaser acknowledges that:
(a) the Purchaser is not entitled to the retained profits of the Australian Company up to and including the Completion Date and that there will be a dividend declared and paid out prior to Completion. If the Australian Company has insufficient cash to pay the dividend, the Purchaser agrees to procure payment of the amount outstanding at the earliest opportunity but within six months of the Completion Date;
(b) the NZ Company has not traded and will not trade prior to the Completion Date;
(c) notwithstanding paragraphs 5.1(b), (c) and (d), NZ Completion must occur prior to Completion;
(d) any loans outstanding to the Vendor or its Related Bodies Corporate from either of the Companies or the Purchaser or to either of the Companies or the Purchaser from the Vendor or its Related Bodies Corporate will be repaid with 30 days after Completion.
POSITION PENDING COMPLETION. The Vendors hereby covenant with and undertake to the Purchaser that they will use their reasonable endeavours to procure that neither one of them nor the Company shall at any time prior to Completion without the prior written consent of the Purchaser (not to be unreasonably withheld or delayed) do allow or procure any act or omission which would (or would be likely to) cause, constitute or result in a breach of the Warranty if the same were to be expressly repeated at Completion or which would make any of Warranty Statements untrue, incorrect, inaccurate or misleading if they were expressly repeated at Completion.
POSITION PENDING COMPLETION. 5.1 The Seller hereby covenants with and undertakes to the Buyer to comply with the provisions of Schedule 9 (Position pending Completion).
POSITION PENDING COMPLETION. 7.1 From the date of this Agreement until Completion the Seller shall procure that each Group Company will carry on its business in the ordinary course of business except as otherwise required under this Agreement and will comply with the undertakings contained in Part 1 of Schedule 4 in relation to the conduct of the business of the Group.
7.2 From the date of this Agreement until Completion the Seller will carry on its business in the ordinary course of business except as otherwise required under this Agreement and will not take any action set forth in items (a) through (e) (inclusive) and (g) of Part 1 of Schedule B of the Shareholders’ Agreement (as if the Shareholders’ Agreement were in effect), without the prior written consent of the Buyer in its sole discretion.
7.3 The Seller shall (and following Completion, insofar as it is within their power, the Seller and the Buyer shall procure that their appointees on the Executive Board shall) procure that the Company shall undertake the actions set forth in Schedule 10 (Certain Actions).
7.4 The Seller may submit a request to the Buyer for consent to take any action listed in Part 1 of Schedule 4 (“Consent Matter”) in accordance with the provisions of Clause 16, such consent not to be unreasonably withheld, conditioned or delayed. If a Consent Matter is submitted to the Buyer, the Buyer shall be deemed to have consented to such Consent Matter within ten Business Days from the date of the submission of the request if it has not responded to give or withhold consent or request additional information. If the Buyer requests additional information and the Seller provides such additional information, the Buyer shall be deemed to have consented to the relevant Consent Matter within ten Business Days from the date of the provision of the additional information if it has not responded to give or withhold consent or to request further additional information.
7.5 Subject to all applicable law and/or regulation, during the period between the date of this Agreement and Completion (both dates inclusive), the Seller undertakes to the Buyer, upon reasonable notice and during normal business hours, to use reasonable endeavours to procure that representatives and advisers of the Buyer are given reasonable access to:
7.5.1 the books and records of any Group Company:
(a) including, but not limited to, procuring that the Data Room remains open and accessible by the Buyer’s Group and its advisers during the period between the d...
POSITION PENDING COMPLETION. 6.1 Save as provided for in this Agreement and subject always to Clause 6.2, the provisions of Schedule 10 shall apply.
6.2 The provisions of paragraph 1 of Schedule 10 do not apply in respect of and shall not operate to restrict or prevent:
6.2.1 any matter reasonably undertaken in an emergency or disaster situation with the intention of and only to the extent of those matters required with a view to minimising any adverse effect of such situation (and, subject to any restrictions to which THG reasonably considers it or any Group Company is subject, of which the Buyer will be promptly notified (and, in any event within two Business Days thereof)) and which THG or the relevant Group Company considers to be reasonably necessary in the context of the emergency or disaster situation;
6.2.2 providing information to any government entity, Tax Authority or Authority in the normal course of business (and, subject to any restrictions to which THG reasonably considers it or any Group Company is subject, of which the Buyer will be promptly notified (and, in any event within two Business Days thereof));
6.2.3 any matter expressly provided for or permitted by this Agreement (including for the avoidance of doubt any matters set out in the definition of Permitted Leakage) or any Transaction Document;
6.2.4 any matters undertaken solely between Group Companies pursuant to a written contract, agreement or arrangement entered into prior to the date of this Agreement and which has been fairly disclosed in the Data Room;
6.2.5 completing or performing any obligations with a third party undertaken pursuant to any written contract, agreement or arrangement entered into prior to the date of this Agreement and which has been fairly disclosed in the Data Room;
6.2.6 any matter to the extent required by Law (and, subject to any restrictions to which THG reasonably considers it or any Group Company is subject, of which the Buyer will be promptly notified (and, in any event within two Business Days thereof)); or
6.2.7 subject to Clause 6.3, any matter contemplated by the Pre-Completion Reorganisation Steps Paper.
6.3 During the period commencing on the date of this Agreement and ending on the Completion Date, THG may implement (and may procure that the THG Group implements) the Pre-Completion Reorganisation, subject to and only in accordance with the following provisions in this Clause 6.3:
6.3.1 the Pre-Completion Reorganisation shall not be implemented, unless:
(a) the Pre-Complet...
POSITION PENDING COMPLETION. The Covenantors hereby covenant with and undertake to the Purchaser to comply or procure compliance with the provisions of Schedule 3 (Position pending Completion) during the period between the date hereof and Completion.
POSITION PENDING COMPLETION. 12 6. COMPLETION......................................................16 7.
POSITION PENDING COMPLETION. The Seller warrants that during the period commencing from the date of this Agreement up to the Completion Date (in each case, inclusive), it has complied with the provisions of Schedule 4 (Position pending Completion) in all respects.
POSITION PENDING COMPLETION. 5.1 From the date of this Agreement to Completion (or until the Conditions fail to be fulfilled or waived in accordance with Clause 2), the Warrantor hereby agrees to use its reasonable endeavours to ensure that the Company (and each member of the Group) shall:
(a) continue its business in the ordinary and usual course and so as to maintain the same as a going concern;
(b) not acquire or agree to acquire or dispose or agree to dispose of any asset or stock (other than in the normal course of business) or enter into any contract or arrangement involving expenditure or liabilities in excess of (pound)250,000 in any rolling twelve month period without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed);
(c) other than in respect of (or as is required to fund) the Pre-Sale Dividend, not make any payments out of any bank or deposit account exceeding in aggregate (pound)100,000 (except for payments in the ordinary course of business);
(d) other than in the normal course of business, not create or agree to create any security over or encumber or agree to encumber any of its assets or redeem or agree to redeem any existing security or give or agree to give any material guarantees or indemnities;
(e) not materially to alter or agree to alter the terms of any existing borrowing facilities (or arrange additional borrowing facilities) or the terms of any employment or engagement for senior management other than in the ordinary course of business;
(f) not, without the prior written consent of the Purchaser (not to be unreasonably withheld or delayed), enter into any material litigation;
(g) other than in respect of the Pre-Sale Dividend or in connection with the Reorganisation and Reconstruction of Share Capital, not, without the prior written consent of the Purchaser (not to be unreasonably withheld or delayed), declare, pay or make any dividend or other distribution of income or any distribution of capital;
(h) other than as may be required by or to give effect to the Reorganisation or Reconstruction of Share Capital, not create, allot or issue any share or loan capital or acquire any shares in any other company;
(i) other than as may be required by or to give effect to the Reorganisation or Reconstruction of Share Capital, not, without the prior written consent of the Purchaser (not to be unreasonably withheld or delayed), pass any resolution of its members whether by way of written resolution or in general meeting (o...
POSITION PENDING COMPLETION. 6.1 Pending Completion, the Seller shall procure that the business of each Group Company is conducted in the ordinary and usual course and shall take all such steps as are necessary to protect and preserve the business and assets of each Group Company and to maintain that business as a going concern and with a view to a profit.