Additional Post Closing Covenants. (a) The Company shall cause (i) each Group Company and any branch thereof (including those set forth in Part A of Schedule VI and those set forth in Part B of Schedule VI) which conducts or intends to conduct educational training activities to use its best efforts to obtain, and thereafter maintain in full force and effect, all Permits necessary for conducting educational training activities (including that it shall update its business license to include educational training within its business scope) and to update its registered name with the competent Governmental Authority to reflect its authority to conduct educational training activities if and as required by applicable Laws and requirements of the competent Governmental Authority, (ii) each Group Company to use its best efforts to procure that each location where any Group Company currently conducts business (including each location set forth in Part C of Schedule VI) is appropriately registered with the competent Governmental Authority as a branch of the relevant Group Company, in each case as soon as practicable after (x) applicable Laws and policies so permit, (y) the date on which the Amended Privately-Run Education Promotion Law is implemented by the relevant Governmental Authority, or (z) its becoming aware that such Governmental Authority is accepting applications for such Permits and registrations, whichever is the earliest, and (iii) each Group Company to immediately take all necessary steps to obtain such Permits and effect such registrations from such time. (b) The Company shall cause each Group Company to use its best efforts to update the registered address of each of its registered branches (including those set forth in Part D of Schedule VI) from time to time with the competent Governmental Authority as required by applicable Laws and requirements of the competent Governmental Authority (or establish a new branch in each location where it currently conducts business but has not yet been registered as a branch of the relevant Group Company if so required by the competent Governmental Authority) as soon as practicable after the Closing Date, and thereafter to maintain such registrations in full force and effect, to ensure that each Group Company is not conducting business outside of its or its branches’ registered addresses. (c) The Company shall cause each Group Company whose MOE Operating License or Certificate of Private Non-enterprise Entity has expired (including those Group Companies set forth in Part E of Schedule VI) to use its best efforts to complete the renewal of the applicable license as soon as practicable after the Closing Date, and thereafter maintain such license in full force and effect. (d) The Company shall cause each Group Company to use its best efforts to pay up any underpaid amounts of social security and housing fund contributions (including any penalties and related fees as required by the competent Governmental Authority) as soon as practicable after the Closing Date. (e) The Company shall procure that any standard form of employment agreement applicable to any Group Company shall be amended as soon as practicable after the Closing Date to include employee undertakings in form and substance reasonably satisfactory to the Series A-1 Investors with respect to sexual harassment. (f) The Company shall (i) cause each Group Company which is a private non-profit school to enter into a service agreement with the PRC Company as soon as practicable after the Closing Date for the purpose of transferring the revenues of such schools to the PRC Company, and (ii) cause each Group Company to use its best efforts to procure that each such school shall be registered as a for-profit school as soon as practicable after the Amended Privately-Run Education Promotion Law becomes effective. (g) The Company shall use its best efforts to procure the repayment of all the then outstanding borrowings as set forth in Part F of Schedule VI as soon as practicable after the Closing Date and in any event prior to the consummation of a Qualified IPO.
Appears in 3 contracts
Sources: Series a 1 Preferred Share Purchase Agreement, Series a 1 Preferred Share Purchase Agreement (OneSmart International Education Group LTD), Series a 1 Preferred Share Purchase Agreement (OneSmart International Education Group LTD)