POST-COMPLETION ARRANGEMENTS Sample Clauses

POST-COMPLETION ARRANGEMENTS. 14.1 The Buyer undertakes to the Sellers that it shall, and shall procure that each member of the Buyer’s Group shall: (a) permit and allow, upon reasonable notice and during normal business hours, any Seller (or the employees, agents and professional advisers of any Seller) access to relevant personnel, all books, records and documents of or relating to the Taxation, legal, or regulatory affairs of the InfraCo Business and each Group Company as at Completion (“Historic Records”) and the right to inspect (and, at the relevant Sellers’ expense, take copies of) the same but solely to the extent that the relevant Seller reasonably requires access to such Historic Records for the purposes of: (i) completing any tax returns or other Tax filings including but not limited to the Pre-Completion Tax Returns and Pre-Completion Tax Documents (each as defined below); (ii) agreeing any tax returns or other Tax filings, including but not limited to the Pre-Completion Tax Returns and Pre-Completion Tax Documents, with the relevant Taxation Authority; or (iii) responding to any claim, notice, demand, assessment, letter, determination or other document issued or action taken by or on behalf of a Taxation Authority, or any other person, (as “Tax Assessment”) from which it appears that a Seller or any member of the Sellers’ Group is, or may become, subject to Tax; or (iv) complying with any applicable law or regulation or the requirements of any judicial or regulatory authority or recognised investment exchange, including but not limited to, in connection with any regulatory process, proceedings, enquiry and/or investigations (“Legitimate Purpose”); and A44416060 73 (b) give such information, access to personnel and other reasonable assistance as may be reasonably required by any Seller to agree or for the purposes of such Seller’s relevant tax returns, tax filings or any Tax Assessment, dispute with the relevant Taxation Authority or any Legitimate Purpose, provided that any such Historic Records and information may, at the reasonable election of the Buyer, be redacted in respect of any information reasonably deemed to be commercially sensitive. 14.2 Each Seller undertakes to the Buyer in respect of itself and each member of the Sellers’ Group on the terms of clause 14.1 mutatis mutandis as if references therein to “a Seller” or “any Seller” were references to “a Buyer” or “any Buyer” and as if references therein to “each Group Company” were references to “each member of th...
Sample 1
AutoNDA by SimpleDocs
POST-COMPLETION ARRANGEMENTS. 15.1 The Buyer shall (and shall ensure that each Target Group Company shall), from and after Completion and to the fullest extent permitted in accordance with applicable laws, waive, release and discharge each Outgoing Director from any and all claims, demands, proceedings, causes of action, orders, obligations and liabilities arising out of any matter, cause or event occurring on or before Completion (each a “Pre-Closing Event”) which each Target Group Company has or may at any time have had against any Outgoing Director. The Buyer shall ensure that each Target Group Company shall not, directly or indirectly, assert any claim or demand, or commence, institute or cause to be commenced, any proceedings of any kind relating to any Pre-Closing Event against any Outgoing Director. The waivers, releases and discharge undertakings by Buyer (with respect to itself and the Target Group Companies) under this clause 15.1, shall not apply to the extent that such Outgoing Director is a Seller and the Pre-Closing Event in question gives rise or may give rise to a claim against such Seller under this Agreement. 15.2 Subject always to the provisions of any Run-Off Policy, the provisions of clause 15.1 shall be the sole remedies that any Outgoing Director may have against any Target Group Company, and each Outgoing Director hereby waives any additional rights to indemnification, contribution or otherwise that he may have at law, by contract or otherwise, against a Target Group Company.
Sample 1
POST-COMPLETION ARRANGEMENTS. 10.1 The Buyer undertakes to the Seller that: (a) unless the Company and AILIL are merged out of Bermuda immediately upon Completion, it will procure the filing of applications, on behalf of the Company and AILIL, with the Registrar of Companies within five (5) Business Days of the Completion Date to effect a change of name of the Company and AILIL such that, in each case, the name “Argus” is removed; (b) upon the Companies being merged out of Bermuda, the name of the surviving corporation(s) of such mergers will not include the name “Argus”; (c) unless the Companies are merged out of Bermuda immediately upon Completion, it will procure that all action is taken and notices filed to bring the Companies and Buyer into compliance with all applicable laws and regulations in Bermuda; and (d) it will establish and maintain a collateral account in favour of Seller or replace the same with an irrevocable letter of credit each in accordance with the terms and provisions of the Promissory Note.
Sample 1
POST-COMPLETION ARRANGEMENTS. 17.1 The Buyer undertakes to the Sellers that it shall, and shall procure that each member of the Buyer’s Group shall: (a) permit and allow, upon reasonable notice and during normal business hours, any Seller (or the employees, agents and professional advisers of any Seller or, in the case of a Seller which is a partnership, the employees, agents and professional advisers of the manager or advisor of such partnership) access to all books, records and documents of or relating to the Taxation, legal or regulatory affairs of each Group Company as at Completion (“Historic Records”) and the right to inspect (and, at the relevant Seller’s expense, take copies of) the same but solely to the extent that the relevant Seller reasonably requires access to such Historic Records for the purposes of: (i) completing its relevant tax returns and tax filings; (ii) agreeing its relevant tax returns and tax filings with the relevant Taxation Authority; (iii) responding to any claim, notice, demand, assessment, letter, determination or other document issued or action taken by or on behalf of a Taxation Authority, or any other person; or (iv) complying with any applicable Law or the requirements of any judicial or regulatory authority or recognised investment exchange; (b) retain and maintain all Historic Records for a period of seven years following Completion; and (c) give such further information and assistance as may be reasonably required by any Seller (at the relevant Seller’s expense) pursuant to clause 17.1(a).
Sample 1
POST-COMPLETION ARRANGEMENTS 
Sample 1Sample 2

Related to POST-COMPLETION ARRANGEMENTS

  • Implementation Arrangements Institutional Arrangements

  • 190 Contract Complete This contract is the final expression of the Parties' agreement. There are no understandings, agreements, or representations, expressed or implied, which are not specified in this contract.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Complete Agreement; Modifications This Agreement and any documents referred to herein or executed contemporaneously herewith constitute the parties’ entire agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. This Agreement may be amended, altered or modified only by a writing signed by the Company and the Holders of a majority of the Registrable Securities then outstanding.

  • CONTRACT COMPLETE This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

  • Complete Agreement; Modification This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any previous oral or written communications, negotiations, representations, understandings, or agreements between them. Any modification of this Agreement shall be effective only if set forth in a written document signed by you and a duly authorized officer of the Company.

  • Agreement Complete This Agreement contains all negotiations and agreements between the BCA and the Governmental Unit. No other understanding regarding this Agreement, whether written or oral, may be used to bind either party.

  • Construction Completion The related Construction shall have been completed substantially in accordance with the related Plans and Specifications, the related Deed and all Applicable Laws, and such Leased Property shall be ready for occupancy and operation. All fixtures, equipment and other property contemplated under the Plans and Specifications to be incorporated into or installed in such Leased Property shall have been substantially incorporated or installed, free and clear of all Liens except for Permitted Liens.

  • Complete Agreement This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

  • Complete Agreement; Amendment This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements in regard thereto. This Agreement cannot be modified except by an agreement in writing signed by both parties and specifically referring to this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!