Post Completion Sample Clauses
Post Completion. This agreement shall remain in full force and effect after Completion in respect of all obligations, agreements, covenants and undertakings contained in or implied by this agreement which have not been done, observed or performed at or prior to Completion and in respect of all warranties, representations and indemnities contained in this agreement.
Post Completion. 9.1 Following Completion the Buyer shall use all reasonable endeavours to ensure that:
9.1.1 the Company’s finance director:
(a) produces the management accounts for the Group Companies to 31 December 2019 ("P12 Management Accounts") on or by 9 January 2020;
(b) produces a draft of the 2019 Accounts within one month from Completion and delivers it to the Seller; and
(c) is available as and when reasonably requested during business hours on Business Days by the Seller and its auditors to answer questions and respond to queries raised on the draft of the 2019 Accounts and the P12 Management Accounts; and
9.1.2 each Group Company provides all reasonable assistance to the Seller and its auditors in the review of the draft of the 2019 Accounts and the P12 Management Accounts including providing:
(a) access to and copies of all such documents and information as are in their possession or under their control; and
(b) access upon reasonable notice and during normal working hours (unless exceptionally required as part of an urgent request) to all relevant personnel as may in any case reasonably be requested for the purpose of reviewing the draft of the 2019 Accounts.
9.2 Following Completion the Buyer shall procure that no Group Company changes its accounting reference date for the accounting period ending 31 December 2019.
9.3 The Buyer shall use all reasonable endeavours after Completion to effect the release and discharge in full (on a non-recourse basis to the Seller and the Retained Group) of the Seller or any member of the Seller’s Group from the guarantee in favour of the Group Companies in the H&CA framework agreement (“Agreement”). Pending the release and discharge, the Buyer shall pay to the Seller on demand the amount of all Losses incurred by the Seller and any member of the Retained Group arising directly or indirectly from any claims made in respect of that guarantee in the Agreement.
9.4 To the extent that a reasonably satisfactory replacement to the AR Agreement as envisaged by clause 5.5 is not entered into by Completion, the Seller shall procure that the arrangements in place pursuant to which the existing AR Agreement shall continue to apply for a period of not more than 6 months after Completion save that it is acknowledged that the arrangement may be facilitated by any appropriate member of the Seller’s Group.
Post Completion. On and from Completion:
(a) all Information in the possession or control of the Sellers relating to or in any way connected with the Company will be deemed to be “Confidential Information” of or relating to the Buyer for the purposes of this clause 17 and the Sellers must comply with the provisions of this clause 17 as if the Sellers were a “Receiving Party” of that Confidential Information; and
(b) the Buyer may make use of the Confidential Information of or relating to the Company as it sees fit and without restriction under this Agreement.
Post Completion. New Leases
(a) The Purchaser must use all reasonable endeavours throughout the Rental Shortfall Guarantee Period to source and secure tenants to enter into leases on reasonable market terms (including market incentive) for each Rental Shortfall Vacant Tenancy as soon as practicable after Completion. This clause 25.2(a) does not apply to any Rental Shortfall Vacant Tenancy which is either the subject of a new lease that has not commenced or is on Completion occupied by the relevant Tenant.
(b) Where the Purchaser secures a tenant to enter into a lease for a Rental Shortfall Vacant Tenancy or where in relation to a Rental Shortfall Vacant Tenancy a Tenant is paying Rent, the Vendor’s liability to pay the Rent Shortfall Payment will:
(1) in circumstances where the Effective Rent under the lease is less than the Rent Shortfall Payment for that respective Rental Shortfall Vacant Tenancy, be reduced by the Effective Rent secured under the lease for that Rental Shortfall Vacancy Tenancy; and
(2) in circumstances where the Effective Rent under the lease is equal to or greater than the Rent Shortfall Payment for that respective Rental Shortfall Vacant Tenancy, be extinguished and no Rent Shortfall Payment will be payable by the Vendor.
Post Completion. 5.1 The Seller shall ensure that (to the extent not delivered prior to Completion) the Interests Documents and all Data in the possession or control of the Seller (or copies thereof, if originals are not in the Seller’s possession) are made available for collection by the Purchaser within normal business hours as soon as reasonably practicable after the Completion Date.
Post Completion. 7.1 Each of the parties shall and shall procure that any other necessary party shall execute all such documents and deeds and do all such acts and things as reasonably required to transfer to the Buyer the legal and beneficial ownership of the Sale Shares and to give the parties the full benefit of this agreement.
7.2 The Seller agrees that for so long as any Sale Shares remain registered in its name it will:
(a) not exercise any of its rights as a member of the Company or appoint any other person, other than the Buyer or the Buyer’s nominee, to exercise such rights;
(b) hold on trust for and pay or deliver to the Buyer any distributions or notices, documents or other communications which may be received after the date of this agreement by it in its capacity as a member of the Company from the Company or any third party;
(c) on request by the Buyer ratify all documents executed and acts done by the Buyer as its attorney.
7.3 The Seller agrees, that should any Intellectual Property be identified after Completion which is not owned by the Company and that the Company requires in order to carry on its business in the same manner as that business was conducted as at the date of this agreement, the Seller shall (or shall procure that the relevant entity shall), within a reasonable period of time, assign such Intellectual Property to the Company, such assignment granted in consideration of the Consideration paid under this agreement.
Post Completion. Contractor shall not submit any Change Proposals after Engineer issues a written recommendation of final payment pursuant to Paragraph 15.06.B.
Post Completion. 5.1 The Seller shall ensure that (to the extent not delivered prior to Completion) the Interests Documents and all Data in the possession or control of the Seller (or copies thereof, if originals are not in the Seller’s possession) are made available for collection by the Purchaser within normal business hours as soon as reasonably practicable after the Completion Date.
5.2 Upon the Seller’s request, from time to time, the Purchaser will support any application by the Seller for release from any notice or notices issued to the Seller or any of its Affiliates under section 29 of the Xxxxxxxxx Xxx 0000.
Post Completion. Changes OCII has a particular interest in the Site and in the nature and extent of the permitted changes to the Improvements. Accordingly, it desires to and does hereby impose the following particular controls on the Site and on the Improvements: during the term of this Ground Lease, neither Tenant, nor any voluntary or involuntary successor or assign, shall make or permit any Change in the Improvements, as Change is hereinafter defined, unless the express prior written consent for any Change shall have been requested in writing from OCII and obtained, and, if obtained, upon such terms and conditions as OCII may reasonably require. OCII agrees not to withhold or delay its response to such a request unreasonably.
Post Completion. Following completion of the meter pit relocation project, the parties shall resume all responsibilities regarding each party’s respective and joint facilities as provided for under the original agreement.