POST-COMPLETION COVENANTS. 13.1 Except as otherwise specifically provided in this Agreement, on and after Credit Card Completion, the Completion Date and the Final Completion Date (as applicable), the Purchasers shall (and shall procure that Raphael Bank as CCIA’s designee pursuant to clause 11.1 shall), at the Purchasers’ expense, perform such acts (including procuring the necessary assistance of third parties) and execute such documents as may be reasonably required after Credit Card Completion, Completion or the Final Completion (as the case may be) by the Seller to relieve and discharge the Seller from any Assumed Liabilities.
13.2 Except as otherwise specifically provided in this Agreement, on and after Credit Card Completion, the Completion Date and the Final Completion Date (as applicable), the Seller shall, at the Seller’s expense, perform such acts (including procuring the necessary assistance of third parties) and execute such documents as may be reasonably required after Credit Card Completion, Completion or the Final Completion Date (as the case may be) by the Purchasers to relieve and discharge the Purchasers from any Retained Liabilities.
13.3 The Seller and the Purchasers shall co-operate, to the extent reasonably requested by the other, in the handling and disposition of any action, suit, arbitration, proceeding, investigation or regulatory inquiry relating to any of the Assets and whether or not pending or threatened prior to Credit Card Completion (with respect to the Credit Card Assets), Completion (with respect to the Infrastructure Assets other than the Information Technology Infrastructure Assets) and Final Completion (with respect to the Information Technology Infrastructure Assets) which arise out of or which are related to any event or occurrence with respect to the Credit Card Assets prior to Credit Card Completion, the Infrastructure Assets (other than the Information Technology Infrastructure Assets) prior to Completion and the Information Technology Infrastructure Assets prior to Final Completion.
13.4 If the Seller becomes aware after Credit Card Completion or Completion (as applicable) of any claim made or likely to be made against the Seller which constitutes or is likely to constitute an Assumed Liability, the Seller shall as soon as reasonably practicable give written notice of that claim to the Purchasers and shall not admit, compromise, settle, discharge or otherwise deal with such claim without the prior consent of the Purchasers (such consent no...
POST-COMPLETION COVENANTS. The Company hereby covenants in favour of the Subscriber and the Minister:
POST-COMPLETION COVENANTS. The Guarantors, the Company and NJPV covenant, jointly and severally, to:
(a) cause those Unfulfilled Conditions selected by EIL pursuant to Section 4.2(b)(ii) to be fulfilled within 45 Business Days after the Completion Date;
(b) cause CEEG to duly register the trademark set forth on Schedule 15 hereto (the “CEEG Trademark”) in categories 1 and 9 in the PRC under the PRC Trademark Law, amend (to the extent required by applicable Law) the existing trademark license agreement between CEEG and the Company pursuant to which CEEG has licensed the CEEG Trademark to the Company, and file such agreement (as amended) with the relevant PRC Governmental Authorities;
(c) cause NJPV to obtain the land use right certificate with respect to the land listed on Schedule 11 hereto (the “NJPV Premises”) within 45 Business Days after the Completion Date and the building ownership certificate with respect to the structures listed on Schedule 11 hereto (the “NJPV Structures”) within 120 Business Days after the Completion Date, in each case duly issued by the relevant PRC Governmental Authorities and fully attesting to NJPV’s lawful rights to own and use the said premises and structures;
(d) cause NJPV to pass the environmental inspection with respect to NJPV Structures as required by PRC law and procure all relevant certifications within 60 Business Days after the Completion Date;
(e) cause NJPV to no later than three calendar months after the Completion Date duly pay off all outstanding balances payable to CEEG and any Affiliate of CEEG or NJPV as of the date of this Agreement and collect all outstanding balances receivable from CEEG and any Affiliate of CEEG or NJPV as of the date of this Agreement, except the Series A Loan;
(f) carry out, and cause Xinde to carry out, Steps 11 through 14 of the Restructuring as set forth in Schedule 10 hereto;
(g) cause Xinde to carry out each of its responsibilities under the Deed of Undertaking attached as Exhibit F hereto in accordance with the terms thereof; and
(h) cause the Board to approve a budget, a one-year detailed business plan and a three-year summary business plan for each Group Member within 15 Business Days after the Completion Date.
POST-COMPLETION COVENANTS. The Company shall, and shall procure that each other relevant Group Member shall, undertake the actions set forth in Exhibit J.
POST-COMPLETION COVENANTS. 10.1 The Purchaser shall, and shall procure that each member of the Purchaser’s Group shall, for a period of five years from Completion:
(a) retain in its or the relevant member of the Purchaser’s Group’s possession and control; and
(b) as promptly as practicable during normal business hours and on reasonable notice, permit the Seller or its duly authorised representatives (which shall include (without limitation) the Seller’s external auditors), for the sole purpose of obtaining information required for the Seller or a member of the Seller’s Group for the preparation or audit of accounts and Taxation returns and filings, to inspect and (to the extent permitted by applicable law) take copies of, all the business records relating to the Business in respect of the period before Completion that are in its or a member of the Purchaser’s Group’s possession or control, and the Purchaser shall procure that such business records that are held before Completion by the Seller and handed over to the Purchaser at Completion and which are required by law to be retained are properly maintained and retained in a manner materially consistent with the past practice of the Business.
POST-COMPLETION COVENANTS a. As soon as reasonably practicable (and, in any event, within 30 days) after Completion, the Purchaser shall procure that the name of any Group Company whose name includes the letters “LEI” or the word “Laureate”, as applicable, is changed so that it no longer contains the letters “LEI” or the word “Laureate” and shall provide evidence to the Seller that each of LEI Higher Education Holdings Pty Ltd, LEI New Zealand, LEI Australia Holdings Pty Ltd, LEI Australia Education, Pty Ltd and Laureate Education Services Australia Pty Ltd has so changed its name.
b. As soon as reasonably practicable (and, in any event, within six months) after Completion, the Purchaser shall procure that no Group Company: 159. uses or displays (including on or in its business stationery, documents, signs, promotional materials or website) any name, xxxx or logo which is the same as or similar to, or is likely to be confused or associated with, any name, xxxx or logo of a member of the Seller’s Group; or 160. otherwise represents that the Seller or any other member of the Seller’s Group retains any connection with any of the Group Companies.
c. Without limiting any other rights of access under this agreement, for a period of five years after Completion the Purchaser must procure that each Group Company makes available to the Seller on reasonable notice all records and documents of that Group Company (in whatever form and including all statutory books, trading and financial records, employee records, tax assessments and returns and all related correspondence) reasonably required by the Seller or any other member of the Seller’s Group for the purposes of complying with its legal obligations or defending any claim or proceeding (other than a claim or proceeding brought by the Purchaser or another member of the Purchaser’s Group). Nothing in this subclause 9.3 requires any party to waive any privilege in a document in a manner which is adverse to that party’s interests but the parties must use all reasonable endeavours to ensure that the information can be provided in a manner such that privilege is not waived or, that if privilege is waived, the waiver is a limited waiver that is not materially prejudicial to that party’s interests.
POST-COMPLETION COVENANTS. Each of the Warrantors hereby jointly and severally covenants to the Investor as is set forth in the remainder of this Clause 6.
POST-COMPLETION COVENANTS. The Company shall, and shall procure that each other relevant Group Member shall, undertake the actions set forth in Schedule 6.
POST-COMPLETION COVENANTS. 7.1. Each Party shall, on request and free of charge, execute any additional deed or other document that is required or desired to achieve the purposes of this Agreement.
POST-COMPLETION COVENANTS. 6.1 The Seller and/or Swvl Holdings agree and acknowledge that, only if they file a new registration statement in the United States of America in the future, they: (i) intend, but shall not be required, to register the Retained Swvl Shares under the US Securities Act of 1933, as amended, (the Securities Act) or the securities laws of any state or other jurisdiction in any share registration filed after the date of this Agreement to ensure that the Retained Swvl Shares can be sold or transferred, and (ii) are not currently aware of any reason or circumstance that would result in the exclusion of the Retained Swvl Shares from any such share registration. Notwithstanding the foregoing, Swvl Holdings shall have no intention of registering the Retained Swvl Shares at any time such shares may be sold pursuant to Rule 144 under the Securities Act.
6.2 As soon as available after Completion, the Company shall provide the Seller with the (consolidated) financial statements of the Group Companies, and any other information the Seller may reasonably require for its public filings, up to the Completion Date.
