Conduct before settlement Clause Samples

Conduct before settlement. 7.1 Until settlement is effected, and the business and business assets are assigned to PI, Talent will ensure that its representatives operate the business; 7.1.1 diligently and with all skill and due care; 7.1.2 in a manner which does not diminish the value and profit of the business including the number of its customers; 7.1.3 in a manner which preserves the goodwill of the business; 7.1.4 in a manner which does not expose Talent or its representatives to legal proceedings (whether criminal or civil) or the threat of legal proceedings; 7.2 On or before settlement Talent will: 7.2.1 compile and collate all information required to run the business properly; 7.2.2 compile and collate all customer details (including all accounts, billing and contact details) in a legible form, as prescribed by PI; 7.2.3 execute all necessary consents and transfers to enable the transfer of the business and business assets to occur upon settlement; 7.2.4 promptly notify PI of any matter which may adversely affect the business or business assets including any matter in clause 7.1; 7.2.5 comply with any notice order or direction of any authority required by law, at its sole cost up to and including settlement; 7.2.6 transfer all customer agreements and leases (except agreements and leases which are between the customers and third parties) it has to PI, which relate to the supply of hardware such as DSL modems and routers for the provision of, and connection to broadband and in particular DSL internet services; 7.2.7 transfer all agreements or leases it has with customers for the supply of routers and other hardware, including legal title in all routers and other hardware (subject to any relevant agreement or lease) to PI; 7.3 From the date of this agreement, Talent will not: 7.3.1 enter into, terminate, alter or assign any commitment which may affect the business or business assets; 7.3.2 encumber or agree to encumber in any manner, the business or any business asset; 7.3.3 provide any confidential information to a third party, except to obtain legitimate advice in the proper and ordinary running of the business from its financial or legal advisers (for the purposes of this clause, a disclosure of confidential information to PI will not constitute a breach of this condition); 7.3.4 attempt to register or procure another to register a name, logo, Trademark or other intellectual property which is similar to the business and the business assets and is likely to confuse customers o...
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Conduct before settlement. 5.1 Conduct of Company Group’s Business The Vendor and the Company jointly and severally covenant with the Purchaser that during the period commencing on the Execution Date and expiring on the earlier of termination of this Agreement or the Settlement Date, each entity within the Company Group will not, except as contemplated by this Agreement, without the prior written consent of the Purchaser: (a) enter into any contract or commitment requiring it to pay more than $100,000 or more than $1,000,000 per annum other than in the ordinary course of business; (b) acquire any asset or authorise any capital expenditure of value that exceeds $50,000 other than in the ordinary course of business; (c) dispose of, agree to dispose of, assign, agree to assign, encumber or grant any option over any of its assets or any interest in any of them; (d) hire or terminate the employment of or pay or agree to pay any bonus or allowance to any Employee or alter the terms of employment (including the terms of superannuation or any other benefit) of any Employee, in each case in relation to an Employee with a base salary in excess of $150,000; (e) grant any option to subscribe for any security in any entity within the Company Group or allot or issue or agree to allot or issue any security, share or loan capital or any security convertible into any share or loan capital in any entity within the Company Group; (f) resolve to reduce its share capital in any way; (g) enter into a buy-back agreement or resolve to approve the terms of a buy-back agreement; (h) declare or pay any dividend or make any other distribution of its assets or profits, except in accordance with clause 5.5; (i) alter or agree to alter its constitution other than as provided for in this Agreement; (j) resolve any new programs or budgets; (k) cancel any existing insurance policy in the name of or for the benefit of a member of the Company Group unless a replacement policy (on terms no less favourable to the Company Group Member, if available in the market) has been put in place; (l) repay any shareholder loans or advances except in accordance with this Agreement; (m) vary, terminate or fail to renew any of its contracts, Authorisations or commitments, other than in the ordinary course of its business; or (n) change any accounting method, practice or principle used by it.
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Related to Conduct before settlement

  • Discussions Before Termination (a) Where an employer has made a definite decision that the employer no longer wishes the job the employee has been doing done by anyone and this is not due to the ordinary and customary turnover of labour and that decision may lead to termination of employment, the employer shall hold discussions with the employees directly affected and with his/her union, where applicable. (b) The discussion shall take place as soon as is practicable after the employer has made a definite decision which will invoke the provisions of paragraph (a) of this subclause and shall cover among other things, any reasons for the proposed terminations, measures to avoid or minimise the terminations and measures to minimise any adverse affect of any terminations on the employees concerned. The employer will confirm the content of these discussions in writing.

  • Net Share Settlement If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the Settlement Date for such Option. Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

  • If You Withdraw Before Approval If you or any co-applicant withdraws an Application or notifies us that you’ve changed your mind about the unit, we’ll be entitled to retain all application deposits as liquidated damage, and the parties then have no further obligation to each other.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.