PRE-COMPLETION COVENANTS. Ordinary Course of Business
7.1 Save (i) in so far as expressly contemplated in this Agreement, (ii) in so far as may be reasonably necessary in connection with the implementation of this Agreement or the Transactions contemplated by this Agreement including the implementation of the Disentanglement, (iii) in so far as may be necessary to comply with applicable Law, or (iv) in so far as agreed or consented to by the Purchaser (such agreement or consent not to be unreasonably withheld or delayed), the Seller shall, and to the extent applicable shall cause the relevant members of the Seller’s Group and each of the EDS Entities to, use all their respective commercially reasonable efforts to procure that, between Signing and Completion, they shall (a) continue to conduct the EDS Business as a going concern in the Ordinary Course and (b) preserve the EDS Business and its relationships with customers, key employees, suppliers, distributors and other third parties, in each case consistent with past practice and (without prejudice to the generality of the foregoing) none of them shall, between Signing and Completion (or in case of partial Completion as further set out in Clause 5.6.2):
7.1.1 make any fundamental change in the nature or organisation of the EDS Business or discontinue or cease to operate all or a material part of the EDS Business;
7.1.2 sell, transfer, grant any exclusive licence, or otherwise dispose of, or, in the case of EDS Patents, EDS Copyrights or EDS Trademarks, allow to lapse (other than in the case of non-renewal due to local law requirements) or abandon, any, or create a Third Party Right (other than any Permitted Encumbrance) over any, EDS Asset to the extent having a book value in excess of, EUR 100,000 (one hundred thousand euros) per item or EUR 300,000 (three hundred thousand euros) on an aggregate basis, other than retention of title or similar arrangements or the sale of any EDS Inventory, in each case in the Ordinary Course;
7.1.3 make any material change in its stock-taking policies;
7.1.4 enter into any Contract in connection with the EDS Business that, if existing on the date hereof, would constitute a Material Contract, other than in respect of the purchase of supplies or sale of inventories or services in the Ordinary Course;
7.1.5 commit to any capital expenditure project (other than those contemplated in the Management Presentation, the “AFC Current Year” or “FC Next Year” columns of the Capital Expenditure Plan or otherwis...
PRE-COMPLETION COVENANTS. 8.1.1 Between the date hereof and the Completion Date, each party hereto covenants and agrees that it shall promptly notify the other parties of the occurrence, or non-occurrence of any event, which would be likely to cause any Conditions to be satisfied by it not to be satisfied.
8.1.2 Each Seller hereby covenants and agrees that it will send the Transfer Notice to all MobiFon shareholders as soon as practicable after the date hereof and in any event, no later than the third Business Day thereafter.
PRE-COMPLETION COVENANTS. 5.1 Until Completion the Seller shall, to the extent permitted by law and subject to clause 5.2, comply with the provisions of Schedule 5.
5.2 Clause 5.1 shall not operate so as to restrict or prevent:
(a) any matter of which written notice has been given to the Purchaser but in relation to which the Purchaser has not made a final determination within (i) two Business Days in relation to any matter referred to in paragraph 1.3(f) of Schedule 5 or (ii) five Business Days in relation to any matter referred to in paragraph 1.3 other than paragraph 1.3(f), from the date on which such written notice was sent (and failure to respond in writing to a written notice shall be deemed to be failure to make a final determination in respect of the matter contained within such written notice). Notwithstanding anything contained in this clause 5.2(a), the Purchaser agrees to use its best endeavours to respond to a request for consent from the Seller in relation to paragraph 1.3(i)(i) of Schedule 5 within 24 hours of the receipt of any such request for consent;
(b) the completion or performance of any obligations required under any contract or arrangement entered into by the Seller or in respect of any of the Business prior to the date of this agreement;
(c) any matter reasonably undertaken by the Seller or any member of the Seller’s Group in respect of the Business in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which the Purchaser shall be consulted as far in advance as is reasonably practicable and legally permissible in the circumstances, failing which, the Purchaser will be promptly notified);
(d) any matter contemplated in this agreement or the other Transaction Documents;
(e) any payment for or in respect of Tax when due;
(f) any matter undertaken at the written request of the Purchaser;
(g) any action necessary (in the reasonable belief of the Seller) in order to comply with any requirement of applicable law or regulation (including any rules or requirements of or any direction received from any Government Agency) and in respect of any such material matter the Purchaser shall be consulted as far in advance as is reasonably practicable and legally permissible in the circumstances;
(h) the giving of notice to terminate agreements or arrangements in respect of services provided by members of the Seller’s Group in relation to the Business or the entry into of amendment agreements to provide for such termination ...
PRE-COMPLETION COVENANTS. 19.1 Neither VIP, HET, H3G II nor XxxXx shall and each such Party shall procure that none of their Subsidiaries shall at any time prior to and including Completion without the prior consent of the other parties pass or join in passing any resolution of H3G II or XxxXx which is contrary to the Transaction Documents.
PRE-COMPLETION COVENANTS. 7.1 Each of the Company and the Guarantors undertakes to and covenants with the Subscriber that, from the date of this Agreement and to Completion, it or he shall procure that unless otherwise agreed by the Subscriber in writing:
(a) the business of the Group is conducted only in the ordinary and usual course of business and all commercially reasonable steps are taken to preserve and protect the assets of each Group Company;
(b) each Group Company will comply with all Applicable Laws and the applicable requirements of the Listing Rules, and will not take any action which would make any Warranty incorrect or untrue, and will maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;
(c) subject to any limitations, restrictions or conditions necessary for the Company and any Group Company to comply with obligations under Applicable Laws, the Subscriber’s representatives, including any independent accountants appointed by the Subscriber at its own cost, shall be allowed such access as is reasonably requested, upon reasonable notice and during working hours and may access and/or examine (and, at the Subscriber’s own expense, make copies of) (i) the books, records, accounts and internal accounting records of Group Companies; and (ii) the premises used by, and management of, each Group Company and their businesses;
(d) to the extent not prohibited or prevented by Applicable Laws from doing so, all relevant information which comes to its notice or that of any Group Company in relation to any fact or matter (whether existing on or before the date of this Agreement or arising afterwards) which may constitute a breach of any Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing as if references in the Warranties to the date of this Agreement were references to the relevant date, is promptly disclosed in writing to the Subscriber and they will take such steps as may be reasonably requested by the Subscriber to remedy and/or publicise the same;
(e) no Group Company issues or agrees to issue or allots any share or loan capital, any options or securities which are convertible or exchangeable into share or loan capital, or grant any option under the Share Option Schemes, or make an agreement or arrangement or undertake an obligation or permit to do any of those things;
(f) no Group Company carries out an...
PRE-COMPLETION COVENANTS. Other than (a) as disclosed in Schedule 7.2.17 or (except with respect to Clauses
PRE-COMPLETION COVENANTS. The Business shall be carried on in the ordinary course and consistent with past practice so as to maintain the same as a going concern and preserve the Business as in existence at the Execution Date.
PRE-COMPLETION COVENANTS. Between the date hereof and the Completion Date, each party hereto covenants and agrees that it shall promptly notify the other parties of the occurrence or non-occurrence of any event, which would be likely to cause any Conditions to be satisfied by it not to be satisfied. In addition, TIW covenants and agrees that it shall promptly notify the Sellers upon becoming aware that a Condition has been satisfied.
PRE-COMPLETION COVENANTS. 4.1 From the date of this agreement until Completion UBGI undertakes to KFI that it shall, to the extent permitted by law, exercise all rights and powers available to it so as to procure that, except with the written consent of KFI or as required to implement the Reorganisation, each UBSE Group Company complies with Schedule 4.
4.2 From the date of this agreement until Completion, UBGI undertakes to KFI that it shall:
(a) procure that KFI is given a copy of any monthly management reports prepared in relation to any UBSE Group Company or to the Business (but only to the extent such report relates to the Business);
(b) to the extent permitted by law and at KFI’s cost, procure that, during normal business hours on any Business Day and on reasonable notice to UBGI, KFI and its professional advisers are given reasonable access to (including taking copies of) the books and records of the UBSE Group Companies and to the employees and consultants of the Wider UB Group solely for the purpose of preparing the UBSE Group Companies for the introduction of the Kraft Group’s normal working procedures in readiness for Completion and for the transfer of customer, distributor and supplier relationships.
PRE-COMPLETION COVENANTS. 8.1.1 Between the date hereof and the Completion Date, each party hereto covenants and agrees that it shall promptly notify the other parties of the occurrence, or non-occurrence of any event, which would be likely to cause any Conditions to be satisfied by it not to be satisfied;
8.1.2 The Sellers hereby covenant and agree that they will send the TIW Czech Share Transfer Notice to the other Shareholders as soon as practicable after the date hereof and in any event, no later than the third Business Day thereafter.
