POST-COMPLETION COVENANTS. The Company hereby covenants in favour of the Subscriber and the Minister:
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:
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.
POST-COMPLETION COVENANTS. 9.1 The Purchaser undertakes to the Seller, that from Completion until the 6th (sixth) anniversary thereafter or such earlier time that Seller has provided written notice to Purchaser that the information and access described below is no longer reasonably required by the Seller (provided, that Purchaser shall give thirty (30) days’ notice to Seller prior to destroying any records to permit the Seller, at its expense, to examine, duplicate or repossess such books and records), at the Seller’s sole cost, upon reasonable notice at reasonable times during normal business hours (i) it shall promptly afford (and will procure that the Company promptly affords) to the Seller and its Authorised Representatives, reasonable access to the books, records, officers and employees of the Company, (ii) shall use reasonable endeavours to provide access to any audit records in the possession of its auditors, and (iii) shall provide information with respect to the Company, in the case of (i), (ii) and (iii), solely with respect to periods prior to the Completion Date, in a readily accessible form (including financial information in a form consistent with the Company’s historical practice for the preparation of such financial information), to the extent in the Purchaser’s possession, in each case, to the extent reasonably required by the Seller or any of its Affiliates for any lawful business purpose related to its prior ownership of the Company, the transactions contemplated by this Agreement or to comply with Applicable Law, including litigation (other than with the Purchaser or any of its Affiliates (including the Company), disputes (other than with the Purchaser or any of its Affiliates (including the Company), compliance, financial and Tax reporting, and the Purchaser shall cooperate fully with the Seller or its relevant Affiliates provided that such access does not unreasonably interfere with the conduct of the business of Purchaser or the Company. Purchaser shall not be required to disclose any information if Purchaser reasonably determines that: (i) information is subject to attorney-client privilege to the extent doing so would reasonably be expected to cause such privilege to be waived; or (ii) disclosure may contravene any Applicable Law, fiduciary duty or agreement. The Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the preceding sentence applies to the extent commercially practic...
POST-COMPLETION COVENANTS. The Company shall, and shall procure that each other relevant Group Member shall, complete all of the events set forth in Schedule 6 within the time period set forth therein.
POST-COMPLETION COVENANTS. Each of the Warrantors hereby jointly and severally covenants to the Investors as is set forth in the remainder of this Clause 6.
POST-COMPLETION COVENANTS. The Guarantors, the Company and NJPV covenant, jointly and severally, to:
POST-COMPLETION COVENANTS. 11.1 The Purchaser acknowledges that each Seller may require access, from time to time, after Completion, for Tax, regulatory or accounting purposes, to records and information held by the Target Group Companies to the extent such records and information pertain to events occurring prior to Completion, and accordingly, the Purchaser shall procure that each Target Group Company:
POST-COMPLETION COVENANTS. Each of the Warrantors hereby jointly and severally covenants to the Subscribers as follows. For avoidance of doubts, the covenants of the Warrantors under this Section 6 is intended solely as part of the inducement and consideration of the Subscribers’ subscription of the Subscription Shares, and shall in no event be deemed to be any part of the inducement and consideration of the Purchasers’ purchase of the Purchased Shares.
