PRE-COMPLETION OBLIGATIONS. 6.1 The Sellers shall generally consult or procure the consultation of the Purchaser in relation to the management of the Properties and procure that reasonable written representations made by the Purchaser in respect thereof are taken into account.
6.2 The Sellers shall pending Completion use reasonable endeavours to procure collection of all sums payable pursuant to the Leases and shall keep the Purchaser informed of the steps taken to recover such sums provided that the Sellers shall not commence any insolvency and/or forfeiture proceedings without the consent of the Purchaser.
6.3 The Sellers shall promptly notify the Purchaser in writing of any material notice, application, registration or other communication which the Sellers may give to or receive from, or have with the tenant under any of the Leases which shall include not less than 72 hours prior notice of the date and time upon which the Employer’s Agent intends to inspect the relevant works procured pursuant to the relevant Outstanding Construction Contracts with a view to the issue of a certificate of practical completion pursuant to their terms. The Purchaser and its representatives shall be invited to accompany the Employer’s Agent on every inspection of the works relating to the Outstanding Construction Contracts.
6.4 Without prejudice to the generality of Clause 5.1 or the foregoing of this Clause 6, the Sellers shall procure that from the date of this Agreement until Completion each Group Company will conduct its business in the ordinary course and that, in the absence of the prior written consent of the Purchaser, no Group Company will do or agree to do anything which is not of a routine and unimportant nature including:
(a) entering into, modifying or terminating any material contract or any contract affecting a material part of its business or entering into any unusual or onerous contract;
(b) disposing of or granting any option in respect of any material part of its assets;
(c) acquiring or disposing of any fixed asset having a book value in excess of twenty thousand pounds (£20,000);
(d) making any capital commitment in excess of twenty thousand pounds (£20,000) individually or which together with all other such capital commitments entered into between the date of this Agreement and Completion exceeds twenty thousand pounds (£20,000) in aggregate;
(e) making any material change in the nature or organisation of its business;
(f) discontinuing or ceasing to operate all or a part of its ...
PRE-COMPLETION OBLIGATIONS. 8.1 The Company agrees to the Purchaser that from the date of this Agreement to the Completion Date, the Company and or its subsidiaries shall not do or procure to do any of the following without the express written consent of the Purchaser, and such consent shall not be unreasonably withheld.
(a) issue any shares;
(b) dispose of or agree to dispose of or grant any option in respect of any part of its assets;
(c) borrow any money or make any payments out of or drawings on its bank account(s) other than routine payments;
(d) enter into any unusual or abnormal contract or commitment;
(e) make any loan;
(f) enter into any leasing hire purchase or other agreement or arrangements for payment on deferred terms;
(g) declare, make or pay any dividend or other distribution or do or suffer anything which may render its financial position less favourable than as at the date of this Agreement;
(h) grant or issue or agree to grant or issue any mortgages charges debentures or other securities or give or agree to give any guarantees or indemnities;
(i) make any change in the terms and conditions of employment or pension benefits of any of its directors or employees or employ or terminate (other than for good cause) the employment of any person;
(j) permit any of its insurances to lapse or do anything which would make any policy of insurance void or voidable;
(k) create issue or grant any option in respect of any class of share or loan capital or agree so to do;
(l) in any other way depart from the ordinary course of its respective day-to-day business either as regards the nature scope or manner of conducting the same;
(m) alter any provisions of its memorandum or articles of association or other constitutional documents;
(n) voluntarily contravene or fail to comply with any material obligation, statutory or otherwise; or
(o) do anything whereby its financial position will be rendered less favourable than at the date hereof.
8.2 The Company warrants and undertakes that, as at the Completion Date the Company shall have no liability (including known, actual or contingent) other than amounts disclosed in the 2020 Accounts and the Completion Accounts.
PRE-COMPLETION OBLIGATIONS. (a) Each of Rio Tinto and BHP Billiton must negotiate in good faith for the purposes of agreeing Terms of Reference for the Audit Committee, the Remuneration Committee, the Technical Committee and the Sustainable Development Committee as soon as reasonably practicable after the date of this Agreement, and in any event no later than 90 days after the date of this Agreement.
(b) Each of Rio Tinto and BHP Billiton must use its reasonable endeavours to do the following things as soon as reasonably practicable after the date of this Agreement, and in any event no later than Completion:
(i) (Common valuer):
(A) identify and appoint a common valuer to determine any fair market valuations required by them in relation to the accounting treatment of the other’s Iron Ore Assets, subject to paragraph (B) and having regard to the tender process for the initial Auditor of the WA Iron Ore JV referred to in clause 3.6(b)(viii); but
(B) if either Rio Tinto or BHP Billiton, in its reasonable opinion, considers that it would contravene any Law to appoint a common valuer, individual valuers may be appointed;
(ii) (AUP): negotiate in good faith for the purposes of agreeing the AUPs to be undertaken by the Auditor;
(iii) (Revised Accounting Policy):
(A) negotiate in good faith for the purposes of agreeing a proposed Revised Accounting Policy which sets out all accounting policies to be applied in preparing JV Financial Information, and complies with paragraph (b) of this clause; and
(B) submit the Revised Accounting Policy to the Implementation Oversight Committee for consideration and approval and, if so agreed, procure that a representative of each of the Owners initials the Revised Accounting Policy at Completion;
(iv) (Tax Allocation Methodology): negotiate in good faith for the purposes of agreeing the appropriate Tax Allocation Methodology for attribution to Iron Ore Assets and Iron Ore Liabilities, and Excluded Assets and Excluded Liabilities, of:
(A) payments made and received in respect of:
(1) tax by the Head Company of the BHP Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable); or
(2) any other taxes (including GST, payroll tax, land tax or like items) which are assessed or payable on a group basis; and
(B) payments made and received under any Tax Sharing Agreement or Tax Funding Agreement applicable to the Head Company of the BHP Implementation Agreement Billiton Consolidated Group or the Rio Tinto Consolidated Group (as applicable), for...
PRE-COMPLETION OBLIGATIONS. 6.1 The Subscriber shall procure that, from the date of this Agreement until Completion, in the absence of the prior written consent of the Company which shall not be unreasonably withheld, KR 1875 shall not (insofar as relates to the NewCo Assets or the Business) and NewCo shall not do or agree to do any of the following:
(a) disposing of or granting any Encumbrance other than the Permitted Property Encumbrances over any of the Owned Immovable Property, the Land Plot or the NewCo Land Plot;
(b) entering into, modifying or terminating any Building Lease or Current Utility Agreement;
(c) giving any guarantee or indemnity other than any guarantee or indemnity under the Permitted Property Encumbrances;
(d) acquiring any asset or disposing of or granting any Encumbrance other than the Permitted Property Encumbrances over any asset (being, in the case of KR 1875, a NewCo Asset) having a book value in excess of [**] Dollars (USD [**]);
(e) making any capital commitment in excess of [**] Dollars (USD [**]) individually or which together with all other such capital commitments entered into between the date of this Agreement and Completion exceeds [**] Dollars (USD [**]) in aggregate;
(f) borrowing further money under the Sberbank Facility Agreement;
(g) instituting or settling any legal proceedings (except for any proceedings to challenge any Tax determination made by a Tax Authority against KR 1875 or NewCo and debt collection in the ordinary course of the Business);
(h) failing to take any action to maintain in force any of its insurance policies or doing anything to make any policy of insurance void or voidable or reducing the level of insurance cover provided; or
(i) making any Tax election or settling or compromising any liability to Tax or submitting any Tax return that is inconsistent with past practice or incurring any liability for Tax other than in the ordinary course of business.
6.2 The Subscriber shall procure that, from the date of this Agreement until Completion, in the absence of the prior written consent of the Company which shall not be unreasonably withheld, NewCo shall not do or agree to do anything of the following:
(a) borrowing money or incurring any Indebtedness;
(b) granting any loan, advance or capital contribution to any other person;
(c) reducing its charter capital or purchasing or redeeming any of its shares;
(d) acquiring any shares, participation interest or other interest in any person or other venture or acquiring any business car...
PRE-COMPLETION OBLIGATIONS. 3.1 On the Posting Date:
(A) subject to the prior approval of the Circular by the Prudential Board, the FCA and the HKEx, Prudential shall procure the despatch or publication of the Circular to all of the Prudential Shareholders; and
(B) Xxxxxxx shall procure that the Form 10 is declared effective by the SEC, and Prudential shall procure that the Notice of Internet Availability is mailed to all Prudential Shareholders and that the Form 10 is made available to all Prudential Shareholders in accordance with the Notice of Internet Availability.
3.2 Each of Prudential and Xxxxxxx undertakes to the other that if, at any time after the Posting Date and before the commencement of regular-way trading in the Xxxxxxx Shares, it comes to the notice of either of them that:
(A) any statement contained in the Circular or the Form 10 has become or been discovered to be untrue, incorrect or misleading in any material respect;
(B) either the Circular or the Form 10 does not contain a statement that it should contain in order to comply with any applicable law or the rules of any relevant regulatory authority and that omission is or may be material;
(C) there has been a significant change affecting any matter contained in the Circular or the Form 10 which would have been required to be disclosed in any such document had it occurred before the Posting Date; or
(D) a significant new matter has arisen, the inclusion of information in respect of which would have been required in the Circular or in the Form 10 had it arisen before the Posting Date, then that party shall immediately notify the other party of the same in writing.
3.3 Each of Prudential and Xxxxxxx undertakes:
(A) to procure that, prior to Completion, except as required by law, the FCA, the SEC, the NYSE, the HKEx or the SGX and without prejudice to clause 28.9, no action will be taken by it which is inconsistent with the provisions of this Agreement or Completion;
(B) that it will comply with applicable legal and regulatory requirements in relation to the Demerger, the Circular and the Form 10 and the matters and transactions contemplated thereby and by this Agreement;
(C) to consult with the other party before taking any action as a consequence of any matter referred to in clause 3.2, except to the extent that this undertaking to consult with the other party inhibits either party from complying with any of its legal, regulatory or fiduciary obligations;
(D) that, prior to Completion, it shall take all necessary ac...
PRE-COMPLETION OBLIGATIONS. 12.1 The Sellers shall not, without the prior written consent of the Buyer, at any time prior to Completion do or omit to do, or permit or procure any other person to do or omit to do, any act or thing the doing or omission of which would or would be likely to cause, constitute or result in a breach of any of the Warranties were the Warranties to be repeated at the date of Completion.
12.2 Without prejudice to the generality of clause 12.1, the Sellers shall comply with the provisions set out in Schedule 7. 13 POST-COMPLETION OBLIGATIONS As soon as practicable after Completion the Sellers shall send to the Buyer (at such office as it shall specify for the purpose) all records, correspondence, documents, files, memoranda and other papers relating to the Company not required to be delivered at Completion.
PRE-COMPLETION OBLIGATIONS. 5.1 Subject to Clause 5.2, the Seller shall procure that (and shall procure that the Relevant Sellers shall procure that), from the date of this Agreement until Completion:
(a) each member of the Group and each Business Seller carries on its business only in the ordinary and usual course, consistent with past practice;
(b) other than in respect of Scotts Poland Sp.z.o.o., there is no declaration or payment of a dividend or other distribution (whether in cash, stock or in kind) made or paid on any of its issued share capital or membership interests nor any purchase or reduction of its paid-up share capital or membership interests by any member of the Group;
(c) no share, loan capital or other security is created, allotted or issued or agreed to be created, allotted or issued by any member of the Group and that no option over, or any other rights in respect of, any share, loan capital or other security is granted;
(d) all transactions between any Group Company or any Business Seller and any member of the Seller’s Group take place on arm’s length terms or substantially in a manner and on terms consistent with previous practice in the 12 month period prior to the Offer Letter Date;
(e) no Group Company or Business Seller:
(i) creates, amends or agrees to create or amend any Encumbrance over the shares of any member of the Group or the assets (excluding the Excluded Assets) of any member of the Group or any Business Seller;
(ii) makes any alteration to its articles of association or any other document or agreement establishing, evidencing or relating to its constitution;
(iii) enters into any agreement or arrangement or permits any action whereby another company becomes its subsidiary or subsidiary undertaking;
(iv) enters into any joint venture, partnership or agreement or arrangement for the sharing of profits or assets;
(v) acquires (whether by one transaction or by a series of transactions) the whole, or a substantial or material part of the business, undertaking, assets or securities of any other person;
(vi) disposes of (whether by one transaction or by a series of transactions) the whole or any substantial or material part of its business, undertaking or any other of its assets;
(vii) makes any material change to the nature or organisation of its business;
(viii) makes any change to its accounting practices, policies or procedures other than as required by applicable law or regulation;
(ix) discontinues or ceases to operate all or a material part of its ...
PRE-COMPLETION OBLIGATIONS. 5.1 The Seller shall procure that between the date of this Agreement and up to and including Completion the Business will be conducted in the ordinary course and that, in the absence of the prior written consent of the Purchaser, the Seller shall not, and shall ensure that the Company and the WFOE will not, do or agree to do anything which is not of a routine and unimportant nature including:
(a) make any payment or transfer to any member of the Group of any nature or create any obligation between or among any Group members;
(b) modify or terminate any existing contract or enter into any contract material to the Business or which is unusual or onerous;
(c) purchase or dispose of any asset having a value in excess of RMB10,000
(d) make any payment in excess of RMB10,000 unless documented and in the ordinary course of business;
(e) borrow money or incur any indebtedness;
(f) grant any loan or make a capital contribution to any person or grant any advance to any person;
(g) create any Encumbrance or give any guarantees or indemnities;
(h) institute or settle any legal proceedings;
(i) declare, make or pay any distributions or dividends;
(j) create, allot or issue any shares or other securities or allow any contribution to the registered capital of any member of the Group;
(k) create, issue, redeem or grant any option or right to subscribe in respect of any share or registered capital of any member of the Group;
(l) reduce any share or registered capital of any member of the Group, or purchase or redeem any share or registered capital of any member of the Group;
(m) acquire any share or other interest in any person or other venture or acquire any business carried on by any person;
(n) make any material change in the nature or organisation of the Business or the shareholding structure of the Group or discontinue or cease to operate all or a part of the Business;
(o) amend the memorandum or articles of association or business license (if applicable) of any member of the Group, adopt further regulations or pass resolutions which are inconsistent with its memorandum or articles of association;
(p) make any change to the accounting procedures, policies or treatment by reference to which its accounts or other financial statements are prepared;
(q) change the financial year end of any member of the Group;
(r) make any Tax election or settle or compromise any liability for Tax or commit or fail to commit any act that would result in a violation of the Tax Warranties;
...
PRE-COMPLETION OBLIGATIONS. 7.1 From the date of this Agreement until Completion, the Sellers shall:
(a) procure that each Group Company will conduct its business in the ordinary course;
(b) procure that the Khoemacau Mine will be operated in a manner consistent with the standard of a reasonable and prudent mine operator in accordance with good industry practice; and
(c) use reasonable endeavours to procure that the business is operated substantially in accordance with the Pre-Closing Budget and the Forecast.
7.2 Subject to Clause 7.3, during the period referred to in Clause 7.1, in the absence of the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed), the Sellers shall procure that no Group Company will do or agree to do any of the following:
(i) dispose of or grant any option in respect of any material part of its assets in excess of US$2,000,000;
(ii) make any material change in the nature or organisation of its business;
(iii) in respect of any contract whose annual value (in terms of either revenue or cost to the Group) is, or is reasonably expected to be, in excess of US$5,000,000, enter into, modify or terminate such contract, in each case where, in the case of any modification, the modification would have an annual value on the Group in excess of US$2,000,000;
(iv) discontinue or cease to operate all or a material part of its business in a manner which is material to the Group as a whole;
(v) borrow money or incur any indebtedness in excess of US$10,000,000 in aggregate, otherwise than in the ordinary course of business (and within limits subsisting at the date of this Agreement);
(vi) create, allot or issue any shares, loan capital or other securities;
(vii) acquire any share or other interest in any person with a value in excess of US$1,000,000 or enter into any other venture or acquire any asset or business carried on by any person which is material in the context of the Group;
(viii) make any lodgements in connection with the management and conduct of the Tax affairs of a Group Company other than in the ordinary course of managing its Tax affairs;
(ix) fail to take any action to maintain in force any of its material insurance policies or do anything to make any material insurance policy void or voidable or reduce the level of insurance cover provided in a manner which could reduce the cover in a material way; or
(x) amend its articles of association, by-laws or equivalent constitutional documents or adopt further articles of...
PRE-COMPLETION OBLIGATIONS. From the date of this agreement until Tranche 2 Completion, the Company must ensure that it and each of its Subsidiaries, to the extent it is within its power to do so, carries on its business in the ordinary course and in substantially the same manner in which it is being carried on at the date of this agreement.
