PRE-COMPLETION Sample Clauses

PRE-COMPLETION. REORGANISATION 13.1 Each of Prudential and Xxxxxxx shall use reasonable endeavours to effect, or procure that members of their Group effect, the following steps prior to Completion (the “Pre-Completion Reorganisation”): (A) the transfer from PUSH to PCAL of the Xxxxxxx Shares, by way of a declaration by the board of directors of PUSH of an interim distribution in specie of certain Xxxxxxx Shares with a carrying value approximately equal to PUSH’s current distributable profits, and the sale of the remaining Xxxxxxx Shares currently held by PUSH from PUSH to PCAL, the consideration in respect of such sale being left outstanding as an intercompany receivable owing from PCAL to PUSH; (B) the transfer of the Xxxxxxx Shares referred to in step (A) above from PUSH to PCAL pursuant to a valid instrument of transfer and the entry of PCAL into Xxxxxxx’x register of stockholders as holder of those Xxxxxxx Shares which transfer shall be of Xxxxxxx Shares in uncertificated form; (C) to the extent required, the entry by PCAL into a joinder agreement to the Stockholders Agreement dated 17 July 2020 between PUSH and Athene (the “Stockholders Agreement”), in form and substance reasonably acceptable to Xxxxxxx, in which PCAL agrees to be subject to all covenants and agreements of PUSH under the Stockholders Agreement, and the execution of all other agreements in effect immediately prior to step (A) above which are binding on PUSH in its capacity as stockholder of Xxxxxxx; (D) the declaration by the board of directors of PCAL of an interim distribution in specie of 800 Xxxxxxx Shares to Prudential; (E) the transfer of the Xxxxxxx Shares referred to in step (D) above from PCAL to Prudential pursuant to a valid instrument of transfer and the entry of Prudential into Xxxxxxx’x register of stockholders as holder of those Xxxxxxx Shares, which transfer shall be of Xxxxxxx Shares in uncertificated form; (F) the entry by Prudential into a joinder agreement to the Stockholders Agreement, in form and substance reasonably acceptable to Xxxxxxx, in which Prudential agrees to be subject to all covenants and agreements of PCAL under the Stockholders Agreement, and the execution of all other agreements in effect immediately prior to step (D) above which are binding on PCAL in its capacity as stockholder of Xxxxxxx; (G) the obtaining of any relevant corporate authorisations in order to effect the steps completed by the Pre-Completion Reorganisation (including any required board or sharehol...

PRE-COMPLETION. 5.1 The Seller undertakes to procure that between the Signing Date and Completion each Group Company shall carry on its business as a going concern and in the ordinary and usual course as carried on in the 12 months prior to the Signing Date, save insofar as agreed in writing by the Original Purchaser or the Purchaser and subject to subclauses 5.2 and 5.3. 5.2 Without prejudice to the generality of subclause 5.1 and subject to subclause 5.3, the Seller undertakes to procure that, between the Signing Date and Completion: (a) each Group Company shall manage its working capital in the ordinary course of business consistent with the Group’s standard practices in the 12 month period prior to the Signing Date; (b) each Group Company shall maintain in place all insurance policies that such Group Company maintains as at the Signing Date, in all material respects on the same terms and with a similar level of cover to that prevailing at the Signing Date; and (c) no Group Company shall undertake any of the actions set out in Schedule 10 without the prior written consent of the Original Purchaser or the Purchaser, such consent not to be unreasonably withheld or delayed. 5.3 Subclauses 5.1 and 5.2 shall not operate so as to prevent or restrict: (a) any matter reasonably undertaken by any Group Company in an emergency or disaster situation with the intention of, and to the extent only of those matters required with a view to, minimising any adverse effect of such situation in relation to the Group; or (b) any action required to be undertaken, or not undertaken, to comply with applicable legal or regulatory requirements; or (c) any matter expressly permitted by this agreement or required to give effect to and comply with this agreement; or (d) any matter undertaken to give effect to the Intercompany Loan Cleanup in Italy prior to the Completion Date; or (e) any matter undertaken at the written request or with the written consent of the Original Purchaser or the Purchaser, provided, in the case of paragraphs (a) to (c), that the Seller shall (i) notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this subclause 5.3, (ii) provide to the Purchaser all such information as the Purchaser may reasonably request subject to applicable antitrust laws and (iii) use reasonable endeavours to consult with the Purchaser in respect of any such action. 5.4 The Seller undertakes to notify in writing the Purchaser as soon as re...

PRE-COMPLETION. Each of Us acknowledges and confirms that as at the date of this Agreement we have obtained all necessary authorisations to enter into this Agreement.

PRE-COMPLETION. Boral and USG acknowledge and agree that if prior to Completion: (a) a Boral Group Member becomes aware of any facts, matters or circumstances which give or are reasonably likely to give rise to a breach of a Boral Warranty, a Boral Tax Warranty or a Xxxxx XX Warranty; or (b) a USG Group Member becomes aware of any facts, matters or circumstances which give or are reasonably likely to give rise to a breach of a USG Warranty or a USG Tax Warranty ; then Boral or USG (as relevant) will promptly notify the other of such fact, matter or circumstance, provided that, for the avoidance of doubt, such notice will in no way constitute disclosure for the purpose of clause 7.1 of this Agreement or otherwise limit or exclude any Claim.

PRE-COMPLETION. Pre-Completion notifications a. Subject to subclause 7.3, prior to Completion, the Seller shall (or shall procure that a member of the Seller’s Group or the relevant Group Company, as applicable, shall), promptly following execution of this agreement, make (and does not withdraw): 127. each of the Australian Regulatory Notifications to the relevant Australian Regulatory Authority; and 128. each of the New Zealand Regulatory Notifications to the relevant New Zealand Regulatory Authority. b. The Seller and the Purchaser: 129. must together agree and determine the strategy for making each of the Australian Regulatory Notifications and the New Zealand Regulatory Notifications; 130. must promptly notify each other of any communication (whether written or oral) from a Regulatory Authority or any other third party, in each case relating to the Australian Regulatory Notifications or the New Zealand Regulatory Notifications; and 131. must promptly supply all necessary and appropriate information for the purposes of enabling the Seller or the relevant member of the Seller’s Group or Group Company (as applicable) to make the Australian Regulatory Notifications and the New Zealand Regulatory Notifications. c. To the extent that any notification under subclause 7.1 is not accepted or otherwise deemed to be ineffective by the relevant Regulatory Authority, a party may request, and the other party must promptly provide, any additional information for the purposes of allowing the Seller or the relevant member of the Seller’s Group or Group Company (as applicable) to rectify or otherwise resubmit the relevant notification. d. Pending Completion: 132. in relation to any Lease or Key Contract that contains a change of control (or equivalent) provision that would entitle the relevant landlord or counterparty to terminate the Lease or Key Contract upon Completion or would otherwise cause a Group Company to be in material breach of the Lease or Key Contract on Completion, in each case unless the written consent of the relevant landlord or counterparty is obtained (a CoC Consent), the Seller shall use commercially reasonable endeavours, at the Purchaser’s sole cost and upon the Purchaser’s written request, to cooperate and to perform and cause the applicable Group Companies to cooperate and perform all actions reasonably required from a commercial standpoint by the Purchaser to: vi. notify the relevant landlord or counterparty of the Transaction; and vii. obtain the requisite Co...

PRE-COMPLETION. 7.1 Seller Parent and Seller’s Obligations in Relation to the Conduct of Business (a) Subject to Clause 7.2, each of the Seller Parent and the Seller shall, to the extent permissible under applicable law and in order to preserve the value of the DivestCo Business, procure that from the Original SPA Date until Completion: (i) each Seller Group Company shall conduct the DivestCo Business in the ordinary course as conducted prior to the Original SPA Date and no Seller Group Company shall, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed, provided that each of the Seller Parent and the Seller shall provide the Purchaser with any information reasonably requested by the Purchaser in order to consider such request for consent), do or agree to do anything which is outside the ordinary course of the DivestCo Business as conducted prior to the Original SPA Date; and (ii) each Seller Group Company shall maintain in force all Insurance Policies that such member of the Seller’s Group maintains as at the Original SPA Date in all material respects on the same terms and at substantially the same levels of cover as prevail at the Original SPA Date. (b) From the Original SPA Date until Completion and without prejudice to the generality of Clause 7.1(a), each of the Seller Parent and the Seller shall ensure that none of the acts or matters listed in Schedule 4 (Consent Matters) shall take place without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed, provided that each of the Seller Parent and the Seller shall provide the Purchaser with any information reasonably requested by the Purchaser in order to consider such request for consent) because the Parties agree that the occurrence of any of the acts or matters listed in Schedule 4 (Consent Matters) will adversely impact the value of the DivestCo Business. (c) Each of the Seller Parent and the Seller shall consult with the Purchaser in good faith as soon as reasonably practicable and, if and to the extent reasonably practicable, in any event prior to the Seller Parent, the Seller or any other member of the Seller’s Group taking any material steps in respect of the DivestCo Business, in connection with or in response to the presence, transmission or threat of COVID-19 or any evolution thereof, and/or any mandatory or advisory restriction issued, or action ordered or threatened by, any public authority, regulatory body...

PRE-COMPLETION. REORGANISATION 12.1 Pre-Completion Reorganisation (a) AWI shall implement the Pre-Completion Reorganisation in accordance with the restructuring plan set out in Schedule 19 (Pre-Completion Reorganisation) and procure that the Pre-Completion Reorganisation is completed by no later than the Completion Date. (b) As soon as reasonably practicable after the Completion Date and in any event on or before the expiry of one year after the Completion Date, the Parties shall review the composition of the assets and liabilities of the Group with a view to establishing in good faith whether, as a result of the Pre-Completion Reorganisation, any asset or liability (i) was allocated to a member of the Group but should have been retained by the Seller Group, or (ii) which was allocated to a member of the Seller Group but should have been retained by the Group (each a “Wrong-Box Item”). The Parties shall promptly procure the transfer, for no further consideration, of any Wrong-Box Items to such entity the entitled Party specifies. Pending such transfer, the Wrong-Box Items shall be held on behalf of the entitled Party and the Parties shall economically put each other in the position they would be in if the respective Wrong-Box Items were held by the entitled Party.

PRE-COMPLETION. 5.1 The Seller shall procure that, at all times during the period following the date of this Agreement and prior to Completion: 5.1.1 the Company shall carry on its business in the normal and ordinary course and use reasonable endeavours to preserve the assets constituting the Project; 5.1.2 no person shall (without the prior written approval of the Buyer): (a) sell, transfer or otherwise dispose of any material assets or otherwise make any change to the Company’s business structure or organisation; or (b) transfer, allot, issue, grant any options over, redeem, purchase, consolidate, convert, reclassify, sub-divide or reduce or otherwise reorganise or change any share or loan capital of the Company or issue any share warrants or securities convertible into shares in the Company; or (c) pass or propose any resolution of the members of the Company; or (d) change the auditors or the accounting reference date of the Company; or (e) declare, make or pay any dividend or make any other distribution of the Company’s assets; or (f) create or permit to be created any encumbrance over any of the Sale Shares or any of the assets or undertaking of the Company; or (g) in respect of the Company, give any financial or other guarantee, or any similar security or indemnity. 5.2 Clause 5.1 shall not operate to restrict the Seller or the Company from taking any action which: 5.2.1 is expressly contemplated, permitted or required by this Agreement; or 5.2.2 is required to be taken pursuant to or in connection with a Material Contract, Planning Permission or Applicable Law.

PRE-COMPLETION. 4.1 On or prior to the date of this Agreement: (a) the Guarantor shall deliver to the Sellers, in the agreed terms, a written legal opinion from Fox Rothschild, O'Brien & Frankel XXX xxdressed to the parties to this Agreement; and (b) the Managers shall procure that a schedule containing statements from Bank of Scotland, CAI and each of the 3i Sellers detailing: (i) the Estimated Effective Date Indebtedness; and (ii) the Estimated Completion Date Indebtedness of each Group member which is estimated as the amount required to be discharged by the Company prior to the delivery of the deeds of release in accordance with clause 6.4(d) is delivered to the Purchaser. 4.2 Pending Completion, the Managers shall procure that: (a) a schedule containing redemption statements from Bank of Scotland, CAI and each of the 3i Sellers confirming: (i) the actual amount of the Effective Date Indebtedness; and (ii) the actual amount of the Completion Date Indebtedness of each Group member required to be discharged by the Company prior to delivery of the deeds of release in accordance with clause 6.4(d). is delivered to the Purchaser by 9:30 a.m. (UK time) on the Business Day of Completion; (b) a schedule, including: (i) bank statements of each UK Group Member together with a reconciliation of these figures as at the Effective Date, detailing the aggregate amount of cash of the UK Group Members (as shown in the cash book balance in the nominal ledger of each UK Group Member as at the Effective Date) less any overdraft granted pursuant to the Facilities Documents excluding cash held in the "Dissenters' Accounts" at Lloyds TSB Bank plc; and (ii) bank statements of each Group Member (other than the UK Group Members) together with a reconciliation of these figures as at the Effective Date, detailing the amount of cash of each Group Member (as shown in the cash book balance in the nominal ledger of each such Group Member). is delivered to the Purchaser by 12 noon (UK time) on the Business Day before the Completion Date (the "Net Cash Schedule"); and (c) the Company and each Group member will carry on business in the ordinary and usual course and, without the consent in writing of the Purchaser, will not do anything which is not of a routine unimportant nature. (a) If the amounts of the Estimated Effective Date Indebtedness and of the actual amount of the Effective Date Indebtedness (as established by the statements delivered pursuant to clauses 4.1(b) and 4.2(a)) differ, the followin...

PRE-COMPLETION. 8.1 Each of Us acknowledges that as at the Commencement Date of this Agreement we have obtained all necessary consents and authorisations to enter into this Agreement. A1. The Commissioner is forming this Alliance in order to deliver the Vision and Purpose set out in clauses A2 and A3.