CONDUCT BETWEEN EXCHANGE AND COMPLETION Clause Samples

The 'Conduct Between Exchange and Completion' clause sets out the obligations and restrictions on the parties' actions during the period between signing the contract (exchange) and finalizing the transaction (completion). Typically, this clause requires the seller to maintain the property in its current condition, refrain from making significant changes, and continue to comply with legal and contractual obligations until completion. For example, the seller may be prohibited from entering into new leases or encumbering the property during this period. The core function of this clause is to protect the buyer by ensuring the property remains as agreed upon at exchange, thereby preventing any adverse changes before ownership is transferred.
CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Seller undertakes that it shall procure that between the date of this Agreement and Completion or the earlier termination of this Agreement in accordance with its terms, each of the members of the CCPH Group shall comply with the Pre-Completion Undertakings to the extent set out in Schedule 3 (Pre-Completion Undertakings).
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Seller undertakes that, between the Execution Date and the earlier of Completion or termination of this Agreement, it shall comply with, and shall procure that each other member of the Seller’s Group and each member of the Astra Tech Group shall comply with, the provisions set out in schedule 6, save with the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed) or as expressly permitted under this Agreement or another Transaction Document.
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Seller undertakes to the Buyer that from the date of this Agreement to Completion, it shall, so far as it is able, procure that the Company shall not create, or agree to create, any Encumbrance over the Business or any asset of the Company.
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. 1. The Company and the Subsidiaries shall carry on business in the normal course. 2. The Company and each of the Subsidiaries shall not without the written consent of the Buyer such consent not to be unreasonably withheld or delayed:
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. 4.1 The Company undertakes that it shall and each Key Seller severally undertakes that he shall procure (to the extent able to do so using his reasonable endeavours) that between the date of this Agreement and Completion, save with the prior written consent of the Buyer (including by email notification received from ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇▇▇ only), each of the Group Companies shall comply with Schedule 4, Part 1 (Acts requiring Buyer's consent). 4.2 The Company undertakes that it shall and each Key Seller severally undertakes that he shall (to the extent able to do so using his reasonable endeavours) procure that between the date of this Agreement and Completion, save with the prior written consent of the Buyer (including by email notification received from ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇▇▇ only), comply with Schedule 4, Part 2 (Preservation of the business). 4.3 Each Key Seller severally undertakes that he shall (to the extent able to do so using his reasonable endeavours) procure that each of the Minority Sellers shall execute the Minority SPA prior to Completion. Without prejudice to any other provisions of this Agreement, the Key Sellers shall procure that the Key Sellers' Representative shall issue the Drag Notice, on behalf of the Majority Sellers, to each of the Minority Sellers as soon as reasonably practicable after the date of this Agreement and, in any event, at least five Business Days prior to the Completion Date. 4.4 The Buyer hereby agrees to respond to a written request (which expressly states that it is a written request for the Buyer's consent in accordance with Clause 4.1 or 4.2, and Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. which is accompanied by all such information and documentation as is reasonably required and necessary for the Buyer to make a reasonably informed and accurate assessment of the matter for which consent is sought) received from the Key Sellers' Representative (including by email notification) as soon as reasonably practicable and in any event within 5 Business Days of receipt of such request and if no response is received from the Buyer within those 5 Business Days, then consent will automatically be deemed to have been given in res...
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. (a) Schedule 4, Part 1 (b) Schedule 4, Part 2
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Sellers undertake that they shall procure that between the date of this Agreement and Completion, except with the prior written consent of the Purchasers (such consent not to be unreasonably withheld or delayed), each of the Companies and the Subsidiaries shall:
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. 1. The Company and its Subsidiary shall carry on business in the normal course. 2. The Company and its Subsidiary shall not: (a) dispose of any material fixed assets used or required for the operation of its business; or (b) allot or agree to allot any shares or other securities or options in respect of shares or securities, repurchase, redeem or agree to repurchase or redeem any of the shares; or (c) pass any shareholder resolution; or (d) enter into, modify or agree to terminate any Material Contract (as defined in paragraph 13 of Part 1 of Schedule 4); or (e) incur any capital expenditure on any individual item in excess of (pound)10,000; or (f) borrow any sum other than amounts borrowed in the ordinary course of business and available to it at the date of this agreement; or (g) enter into any lease, lease hire or hire purchase agreement or agreement for payment on deferred terms; or (h) pay any dividend or make any other distribution of its assets; or (i) make, or agree to make, material alterations to the terms and conditions of employment (including benefits) of any of its directors, officers or employees; or (j) dismiss any of its senior employees or offer a contract of employment to any person at an annual salary (including any bonus package) of more than (pound)20,000; or (k) create any Encumbrance over any of its assets or its undertaking; or (l) institute, settle or agree to settle any legal proceedings relating to its business, except debt collection in the normal course of business; or (m) grant, modify, agree to terminate or permit the lapse of any Intellectual Property Rights or enter into any agreement relating to any such rights; or (n) pay any management charge to the Vendor; or (o) incur any liability to the Vendor, other than trading liabilities incurred in the normal course of business; or (p) enter into any (or modify any subsisting) agreement with any trade union or any agreement that relates to any works council; or (q) vary the terms on which it holds any of the Properties or settle any rent review; or (r) make any material change to the accounting procedures or principles by reference to which its accounts are drawn up. 3. The Company or its Subsidiary may do anything falling within paragraph 2 of this Schedule 3 if the Purchaser has given its prior written consent (which shall not be unreasonably withheld or delayed). 4. The Company and its Subsidiary shall maintain in force insurance policies: (a) that have limits of indemnity a...
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CONDUCT BETWEEN EXCHANGE AND COMPLETION. The Sellers shall procure that the Business shall be conducted in the manner provided in this Part of this Schedule 4 from the date of this agreement to Completion.
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Related to CONDUCT BETWEEN EXCHANGE AND COMPLETION

  • NEGOTIATIONS PROCEDURES A. The parties agreed to implement a Collaborative Bargaining Process beginning with the 1998- 99 fiscal year within the authority of Chapter 447 of the Florida Statutes and any appropriate rules and procedures. Salary and fringe benefits shall be automatically reopened each year, as well as any provisions imposed by the Board. In compliance with requirements that tentative agreement items must be formally ratified, the parties agree to establish the following protocol: 1. Formal ratification votes on tentative agreement(s) by the parties shall be held as needed. 2. Interim decisions to implement agreements before formal ratification shall be confirmed in writing in the form of a Memorandum of Understanding. 3. Issues may be raised for consideration through an appropriate process at any time during the length of this ratified agreement. B. If negotiations reach impasse, the procedures as set forth in the Florida Statutes and/or the rules of the Public Employees Relations Commission shall be followed. At the request of either party, a mediator shall be appointed. C. Neither party shall have any control over the selection of the bargaining representatives of the other party, and the parties mutually pledge that their representatives will be empowered to reach tentative agreement on items being negotiated. Should either party utilize the services of outside consultants to assist in negotiations, the party using the consultants shall pay for any cost incurred for such services. D. This Contract may not be modified in whole or in part except by mutual written agreement. E. If any provision or application of this Contract is held to be contrary to law, then such provision or application shall not be deemed valid and subsisting except to the extent permitted by law, but all other provisions or applications shall continue in full force and effect. The parties shall either immediately meet to reopen negotiations on that provision or application or mutually agree to deal with the matter in subsequent negotiations. F. The agreements in this Contract shall supersede any rules, regulations, or practices of the Board which are contrary to or inconsistent with the terms recorded herein. G. There shall be two official signed copies of the final ratified Contract, one to be retained by each of the parties. The Board agrees to print one thousand five hundred (1,500) copies of the current Contract for distribution to new hires. A link will be provided to all employees during pre-planning each school year. The Association will be provided 500 copies of the full contract each year. H. If bargaining is mutually scheduled during the teacher duty day, up to eleven members of the Association’s bargaining team shall be granted release time for travel, caucusing, and attendance at bargaining sessions. The parties shall mutually agree on parameters to release from duty Association team members following bargaining sessions which extend late. I. Tentative agreements shall be reduced to writing and submitted for ratification, within an agreed upon time, to the employees and to the Board. Failure to ratify tentative agreements shall make such tentative agreements null and void. 1. The parties may agree to submit packages of tentative agreements for ratification to the employees and the Board at any time. 2. If impasse is declared, the parties shall meet to review any pending tentative agreements unrelated to the impasse and to consider their submission for ratification as outlined in Section 1. above, prior to a special master hearing and prior to a public hearing. J. During the term of this Contract the Association and the Board recognize that events may arise which require a mutual interpretation or modification of this Contract that does not constitute a substantive change in employees’ salaries or benefits. Under these circumstances, the parties are authorized to enter into a settlement agreement or memorandum of understanding expressing these interpretations or modifications. If such are entered into during the term of this Contract, they will remain in effect until expiration of the Contract, until superseded by the Contract, or until mutually withdrawn by the parties. K. Operating Procedures and Guidelines: 1. The Collaborative Bargaining Leadership Team (CBLT) shall be composed of equal numbers of CTA members and District personnel. 2. The CBLT mutually agrees to coordinate and participate in appropriate training opportunities designed to support the process and/or build skills essential to the success of the process. The CBLT may utilize the services of consultants to assist in the negotiations. Any cost incurred shall be shared equally by the parties. 3. Define consensus as a status in which all members can support the decision and use consensus as the preferred decision making strategy in all decisions. 4. Operate as an open forum to identify, explore and resolve issues of importance to CTA and the District using District personnel as resources. The CBLT will solicit and value input from personnel affected by the outcome of the process. 5. All monies, except for School Recognition Dollars allocated by the Legislature as “bonus” and/or “incentive money” for teachers, shall be subject to discussion by the Collaborative Bargaining Leadership Team before distribution. 6. The CBLT will establish committees and will receive, review and make final decisions on recommendations from appropriate committees. All decisions are to be supported by data from those committees. All committee meetings will be accurately recorded. 7. Communicate with employees through a variety of mediums. 8. There will be a notice to the CBLT participants before either party communicates any specific issues generated or discussed during the CBLT process unless it is mutually agreed to amend this timeline. L. Provisions to submit issues to the CBLT 1. Employees shall submit issues to the CBLT using the Issues for Submission form found on the CBLT websites: ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇/es/legislative/laborrelations/Pages/default.aspx and ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. 2. Forms may be found at individual work locations or the Association office. 3. The CBLT shall determine the appropriate action to be taken and notify the submitting party of such action. M. Committees of the CBLT 1. Committees shall be composed of equal numbers of CTA members and District personnel. 2. Committees will receive and undertake activities to execute the specific charge from the CBLT. Each party shall select a member that will act as a co-chair for each committee. 3. Committees shall welcome employees who might be affected by the issue to attend and provide information as a resource. Committees may invite outside resources as necessary. 4. Committees shall identify options supported by data to be recommended to the CBLT. 5. Committees shall keep accurate records of all committee meetings. 6. Committees and Task Forces a. Standing Committees The Collaborative Bargaining Leadership Team has established standing committees to field issues and concerns from their stakeholders. The committees meet on a regular basis to discuss issues and to collect data to support their recommendations. Each committee presents periodic reports and recommendations to the Collaborative Bargaining Leadership Team. The committees are as follows: 1.) Finance and Compensation 2.) Assessment

  • Deemed Compliance with Proposition 65 The Parties agree that compliance by ▇▇▇▇▇▇▇▇ with this Settlement Agreement constitutes compliance with Proposition 65 with respect to exposure to DEHP from use of the Products.

  • Conduct of Mediation Sessions Mediation hearings will be conducted in an informal manner and discovery will not be allowed. The discussions, statements, writings and admissions will be confidential to the proceedings (pursuant to California Evidence Code sections 1115 through 1128) and will not be used for any other purpose unless otherwise agreed by the parties in writing. The parties may agree to exchange any information they deem necessary. Both parties shall have a representative attend the mediation who is authorized to settle the dispute, though City's recommendation of settlement may be subject to the approval of the Mayor and City Council. Either party may have attorneys, witnesses or experts present.

  • NEGOTIATIONS PROCEDURE A. Upon the request of Local 149 or the Board, not earlier than ninety (90) calendar days prior to the expiration of this Agreement, the parties may open negotiations for a successor contract. The first meeting will be held within fifteen (15) calendar days of receipt of the request unless the parties mutually agree to a later date. B. The Board and the Union shall be represented at negotiation meetings by a team of not more than six (6) members each. C. The Board and the Union negotiating teams shall exchange items for negotiations at the first negotiating session. All contract proposals shall be presented in writing by both parties. No issue shall be introduced by either party following the first session unless mutually agreed by both negotiating teams. D. Neither team shall release information to the public media without mutual agreement of the other team until such time as impasse is declared by either side. E. When tentative agreement is reached covering the matters of negotiation, it shall be reduced to writing, reproduced at Board expense for the Local 149 membership to ratify or reject. When approved by Local 149 membership, it shall be presented to the Board for its approval or rejection. F. In the event agreement is not reached within thirty (30) calendar days after the first actual negotiating session, either party may request that Federal Mediation and Conciliation Service be notified and requested to furnish the services of a mediator for the purpose of assisting the parties in reaching agreement. The request for a mediator shall be jointly filed. This procedure is intended to serve as an alternate dispute resolution procedure to those set forth in Chapter 4117 of the Ohio Revised Code. G. The procedures set forth above may be modified prior to the start of negotiations by joint agreement of the parties. Should that occur, the bargaining shall be governed by the ground rules agreed to modifying these procedures.

  • Proposed Policies and Procedures Regarding New Online Content and Functionality By February 1, 2017, the Division will submit to OCR for its review and approval proposed policies and procedures (“the Plan for New Content”) to ensure that all new, newly-added, or modified online content and functionality will be accessible to people with disabilities as measured by conformance to the Benchmarks for Measuring Accessibility set forth above, except where doing so would impose a fundamental alteration or undue burden. a) When fundamental alteration or undue burden defenses apply, the Plan for New Content will require the Division to provide equally effective alternative access. The Plan for New Content will require the Division, in providing equally effective alternate access, to take any actions that do not result in a fundamental alteration or undue financial and administrative burdens, but nevertheless ensure that, to the maximum extent possible, individuals with disabilities receive the same benefits or services as their nondisabled peers. To provide equally effective alternate access, alternatives are not required to produce the identical result or level of achievement for persons with and without disabilities, but must afford persons with disabilities equal opportunity to obtain the same result, to gain the same benefit, or to reach the same level of achievement, in the most integrated setting appropriate to the person’s needs. b) The Plan for New Content must include sufficient quality assurance procedures, backed by adequate personnel and financial resources, for full implementation. This provision also applies to the Division online content and functionality developed by, maintained by, or offered through a third-party vendor or by using open sources. c) Within thirty (30) days of receiving OCR’s approval of the Plan for New Content, the Division will officially adopt and fully implement the amended policies and procedures.