CONDUCT OF BUSINESS BEFORE COMPLETION Clause Samples
The 'Conduct of Business Before Completion' clause sets out the obligations and restrictions on how a seller must operate the business in the period between signing a contract and the completion of a transaction. Typically, it requires the seller to maintain the business in the ordinary course, avoid making significant changes, and seek the buyer’s consent for major decisions such as entering new contracts or incurring unusual expenses. This clause ensures that the business remains stable and consistent, protecting the buyer from unexpected changes or deterioration in value before the transaction is finalized.
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CONDUCT OF BUSINESS BEFORE COMPLETION.
4.1 Subject to applicable law and to clause 4.2, the Seller shall procure that the Target Group carries on its business in the ordinary course in a manner substantially consistent with the past practice during the twelve (12) months preceding the date of this Agreement with the consequence that the Seller shall not, and shall procure that the Target Group shall not, between the date of this Agreement and Completion undertake any of the acts or matters deviating from the ordinary course of business, including but not limited to the acts and matters listed in Schedule 8, in each case, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed).
4.2 Neither clause 4.1 nor Schedule 8 shall operate so as to restrict or prevent:
(A) any act, omission or matter reasonably undertaken by any member of the Seller’s Group in the case of an emergency or disaster or other serious incident or circumstance that might result in a serious adverse effect on the Target Group with the intention of minimising any adverse effect on the Target Group, in which case, the Seller shall notify in advance the Purchaser of any such activities undertaken or, if it is not possible, as soon as reasonably practicable thereafter;
(B) completion or performance of any obligation undertaken pursuant to or in connection with any contract or arrangement entered into by any member of the Target Group before the date of this Agreement;
(C) payment in respect of any liability incurred by the Target Group (or in respect of which the action that resulted in such liability had been taken) prior to the date of this Agreement;
(D) any ordinary course cash management activities by the Target Group or the Seller as at the date of this Agreement, including: (i) capitalising, settling or incurring any Intra- Group Debt; (ii) implementing, operating or unwinding any cash pooling arrangements; (iii) upstreaming and downstreaming of funds by way of inter-company loans, dividends, distributions and equity contributions between members of the Target Group and/or members of the Retained Group; and (iv) factoring of any invoices or receivables by the Target Group;
(E) [***]
(F) [***]
(G) any matter required or expressly contemplated by or resulting from the provisions of this Agreement or any of the other Share Purchase Documents or necessary to give effect to their provisions;
(H) any act, omission or matter being undertaken at th...
CONDUCT OF BUSINESS BEFORE COMPLETION. 8.1 Subject to any applicable Laws, during the period from the date of this agreement until Completion, except:
(a) as otherwise contemplated by or necessary to effect the matters contemplated by the Transaction Agreements;
(b) for matters identified in the Disclosure Letter;
(c) as may otherwise be required by applicable Contract obligations or by applicable Law; or
(d) as the Purchaser otherwise consents in writing in advance (which consent shall not be unreasonably withheld or delayed); the Parent shall use its best endeavours to cause the Company and the AIA Group Members (i) to conduct their business in the ordinary course, and (ii) not to take any of the actions listed in Schedule 2 (Conduct of Business Prior to Completion).
8.2 The Seller and the Parent shall use commercially reasonable endeavours to, and shall use commercially reasonable endeavours to procure that the AIA Group will, co-operate fully between the date of this agreement and Completion in order to assist the Purchaser, Prudential and their Affiliates to communicate with employees, agents and consultants of the AIA Group and take actions to inform and retain such persons as employees, agents and consultants, provided that neither the Seller nor the Parent shall be obliged to do anything that would unreasonably interfere with any of the businesses or operations of the Parent or any of its Affiliates (including the Company and the Company Subsidiaries); and provided, further, that, anything to the contrary in this agreement notwithstanding, nothing herein shall obligate or be construed to obligate the Parent or the Seller to make, or to cause to be made, any payment to any employee, agent or consultant of the AIA Group or any other third party in order to comply with its obligations under this clause 8.2.
8.3 Prudential and the Parent shall take the actions set forth in clause 8.3 of the Disclosure Letter.
CONDUCT OF BUSINESS BEFORE COMPLETION. 5.1 Subject to sub-clause 5.2 and the extent permitted by law, between the date of this Agreement and Completion, the Sellers shall:
(A) exercise all rights available to them to procure that the IWC Business is carried on in the ordinary and usual course and in a manner and scope substantially in accordance with the manner and scope in which the business was carried on during the preceding 36 months);
(B) exercise all rights available to them to ensure that the acts specified in Schedule 7 (Conduct of business before Completion) are not taken in relation to the IWC Business without the prior written consent of the Purchasers’ Representative (such consent not to be unreasonably withheld or delayed);
(C) cooperate as the Purchasers may reasonably require to enable the Purchasers to make reasonable preparations for management of the IWC Business after the Completion Date, and the Sellers undertake, in each case to the extent related to the IWC Business and to the extent not otherwise restricted or prohibited by applicable law or direction of a Relevant Authority:
(i) to make available (and to procure that the Companies, the Asset Sellers and the relevant members of the Retained Group make available) to the Purchasers aggregated financial and other information relating to the IWC Business consistent with the information previously provided by the Sellers to the Purchasers as the Purchasers shall reasonably require to make reasonable preparations for management of the IWC Business after the Completion Date and, accordingly, upon being given reasonable notice by the Purchasers’ Representative, procure that such information is made available to the Purchasers’ Representative for inspection (during Working Hours at the Purchasers’ expense) for, and only to the extent necessary for, such purpose;
(ii) to use their reasonable endeavours to make arrangements for the Purchasers’ Representative, upon giving reasonable notice to the Sellers’ Representative, to contact, correspond with and meet Senior Employees of the IWC Business, and have access to offices and facilities owned or used by the IWC Business in accordance with a schedule pre-agreed with the Sellers’ Representative in order to develop an implementation programme for the technical operation of the IWC Business after Completion, provided that the Sellers shall not be obliged to make such arrangements if, in the Sellers’ reasonable opinion, such contact, correspondence or access would materially interfere with...
CONDUCT OF BUSINESS BEFORE COMPLETION. 5.1 Subject to clause 5.2, the Seller shall procure that between the date of this Agreement and Completion:
5.1.1 SCCL and UK OpCo shall, unless it has obtained the prior consent of the Purchaser to do otherwise (such consent not to be unreasonably withheld or delayed), comply with Part I of Schedule 5;
5.1.2 to the extent applicable thereto, (i) no member of the Sale Group knowingly or intentionally acts or omits to act where such act or omission would result in its being in material breach of any BP Agreement and (ii) each member of the Sale Group uses its reasonable endeavours to comply with its respective obligations under each of the BP Agreements to which it is a party.
5.2 Clause 5.1 shall not operate so as to restrict or prevent:
5.2.1 the entering into of any contract or commitment in the ordinary course of business and consistent with the relevant Sale Group member’s usual practices, which contract or commitment is terminable in accordance with its terms by written notice of six months or less and which is not material in relation to the Sale Group;
5.2.2 any matter reasonably undertaken by any member of the Sale Group in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which the Purchaser will be promptly notified);
5.2.3 the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into by any member of the Sale Group prior to the date of this Agreement provided such contract or arrangement has been disclosed to the Purchaser in the Data Room, or if the Seller is aware that such contract or arrangement is not so disclosed, such contract or arrangement is brought to the attention of the Purchaser and, where practicable, the Seller consults with the Purchaser in respect of the obligations to be performed pursuant to such contract or arrangement;
5.2.4 the payment of any principal, interest and other amounts due and payable by SCCL in accordance with the terms of the Luxco Loan Agreement, this Agreement or as required or contemplated by any contractual loan or financing arrangement to which SCCL or any of SCCL’s Affiliates is a party, in each case without prejudice to the Warranty set out in paragraph 5.6 of Schedule 2;
5.2.5 any matter required to be undertaken to comply with this Agreement; or
5.2.6 any matter undertaken at the written request of the Purchaser.
5.3 The Seller shall use its reasonable efforts to provide, and shall procure that the ...
CONDUCT OF BUSINESS BEFORE COMPLETION. The Transferor will procure that, between the date of this Agreement and Completion, the Business will be carried on in the ordinary and usual course.
CONDUCT OF BUSINESS BEFORE COMPLETION. (A) Subject to sub-clause (B), each of the Investor Parties shall procure that between the date of this Agreement and Completion or termination of this Agreement each member of the Group shall carry on business in the ordinary course and in a manner consistent with the way in which the business has been carried on in the twelve months prior to the date of this Agreement and shall procure that no member of the Group shall undertake any act or course of conduct which is outside the ordinary course of the business of the Group or which is not of a routine unimportant nature. Subject as aforesaid, in particular (but without prejudice to the generality of the foregoing) each of the Investor Parties shall procure that no member of the Group shall undertake any of the acts or matters specified in sub-clause (B) without the prior written consent of the Purchaser.
(B) The acts and matters referred to in sub-clause (A) are as follows:-
(i) the acquisition or disposal of any interest in real property (but excluding the subleasing of the Company's property at Axis ▇▇, ▇▇▇▇ ▇▇▇▇ Road, Foxholes Business Park, Hertford, details of which are set out in the Disclosure Letter);
(ii) any acquisition or disposal of any interest in the business or share capital of any undertaking;
(iii) any offer by any member of the Group to engage any new employee or consultant at any annual salary or fee per employee or consultant (on the basis of full time employment or consultancy) in excess of (pound)50,000 per annum or which is not terminable by the employer by giving six months' notice;
(iv) any dismissal of any Senior Employee of the Group, other than for cause;
(v) any amendment, including any increase in emoluments (including, without limitation, pension benefits and contributions, bonuses, commissions and benefits in kind), to the terms of employment of any category of employees of the Group, but excluding the annual pay review for the year 2000, details of which are set out in the Disclosure Letter;
(vi) any declaration, authorisation, making or payment of a dividend (in cash or in specie) or other distribution of a similar nature or which is taxed in the same way as a dividend;
(vii) any reduction of capital;
(viii) any grant of any guarantee or indemnity for the obligations of any person who is not a member of the Group whether in relation to the business of the Group or otherwise;
(ix) with the exception of the allotment of 41,237 A ordinary shares in the capital of the Company...
CONDUCT OF BUSINESS BEFORE COMPLETION. 4.1 The Sellers shall use reasonable endeavours to procure that the Business is conducted in the ordinary course during the period from the date of this Agreement to Completion, and shall, without limitation, pay or procure payment of all amounts as are due and payable as up to Completion in relation to the refit of ▇▇▇▇▇ ▇▇▇▇-▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, Manulife Financial Centre, ▇▇▇▇ ▇▇▇▇, Hong Kong. Subject to clause 4.2, the Sellers shall use reasonable endeavours to procure that between the date of this Agreement and Completion no Group Company shall undertake any of the Restricted Actions without the prior written consent of the Purchasers (such consent not to be unreasonably withheld or delayed).
CONDUCT OF BUSINESS BEFORE COMPLETION. 5.1 Subject to applicable law and to sub-clause 5.2, each Seller shall procure that, between the date of the Signing Protocol and Completion, no member of its Target Group will undertake, and each Seller warrants that no member of its Target Group has undertaken since the date of the Signing Protocol, any act which is outside the ordinary course of the business of such Target Group member as carried on at the date of the Signing Protocol without the prior written consent of the other Seller (such consent not to be unreasonably withheld or delayed), which consent states that it is being given for the purposes of this sub-clause 5.
1. In particular, each Seller shall procure that no member of its Target Group will undertake, and each Seller warrants that no member of its Target Group has undertaken since the date of the Signing Protocol, any of the acts or matters listed in Schedule 5 (Conduct of business before Completion) without the prior written consent of the other Seller identified as being for the purposes of this sub-clause 5.1 (such consent not to be unreasonably withheld or delayed).
CONDUCT OF BUSINESS BEFORE COMPLETION. Rosneft shall procure that between the Signing Date and Completion each member of the Sale Group shall carry on its business, as carried on as at the Signing Date, in the normal course and not, without the consent in writing of Seadrill and NADL, such consent not to be unreasonably withheld, delayed or conditioned, do any of the acts or matters listed in Schedule 2 (Rosneft Conduct of Business for the Sale Group before Completion).
CONDUCT OF BUSINESS BEFORE COMPLETION. NADL shall ensure that between the Signing Date and Completion NADL shall carry on its business, as carried on as at the Signing Date, in the normal course and not, without the consent in writing of Rosneft, such consent not to be unreasonably withheld, delayed or conditioned, do any of the acts or matters listed in Schedule 3 (NADL Conduct of Business before Completion). Seadrill shall ensure that between the Signing Date and Completion Seadrill will exercise its rights as a shareholder of NADL to ensure, so far as within its power and control, that none of the acts or matters listed in Part B of Schedule 3 (NADL Conduct of Business before Completion) are approved by NADL’s shareholders in general meeting or by written resolution without the consent in writing of Rosneft, such consent not to be unreasonably withheld, delayed or conditioned.