Exceptions to Sellers’ Obligations in Relation to the Conduct of Business Sample Clauses

Exceptions to Sellers’ Obligations in Relation to the Conduct of Business. Clause 5.1 shall not operate so as to prevent or restrict: 5.2.1 the disposal or transfer by one or more members of Novartis’s Group of any or all or part of the Novartis US NRT Business in accordance with Schedule 6; 5.2.2 any US RX Product Disposal in accordance with Schedule 6; 5.2.3 the entry by Novartis or its Target Group Companies into any arm’s length transitional arrangements, contracts or agreements (including any transitional services agreement, manufacturing and supply agreement, distribution or other similar agreement) in relation to the disposal to a third party purchaser of any of its Seller’s Retained Business (including its Novartis Animal Health Business, and/or any of the Novartis US RX Products) with such a purchaser, any other member of the Seller’s Group that owns, or any successor in title to, any part of the Seller’s Retained Business being disposed of, provided that: (i) prior to entering into any such transitional arrangements, contracts or agreements, Novartis shall: (a) provide GlaxoSmithKline with a copy of the substantially final draft of the written agreement(s) in relation to the same; (b) give GlaxoSmithKline a reasonable period of time to review the terms of such arrangements, contracts or agreements and provide any comments thereon; and (c) take into account (acting reasonably and in good faith) any reasonable (in the context of, to the extent applicable, the terms of the term sheet agreed between Novartis and the purchaser of the Novartis Animal Health Business upon entry into the sale agreement in respect of the Novartis Animal Health Business (the “Animal Health Term Sheet”) and the services to be provided thereunder) comments of GlaxoSmithKline in relation to such transitional arrangements, contracts or agreements provided within that period of time; (ii) without prejudice to the above and other than in relation to any manufacturing and supply agreement or any arrangements to which Clause 5.2.3(iii) below applies, any such transitional arrangement, contract or agreement terminates or is terminable by the relevant Target Group Company or the Business Seller (as the case may be) without any costs, losses, liabilities, expenses or penalties being incurred or payable within a period of 12 months following closing of the relevant transaction; and (iii) the transitional services to be provided to the Novartis Animal Health Business pursuant to the terms of the Animal Health Term Sheet shall not be required to be provided by...
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Exceptions to Sellers’ Obligations in Relation to the Conduct of Business. Clause 5.1 shall not operate so as to prevent or restrict: 5.2.1 the disposal or transfer by one or more members of the Seller’s Group of any or all of the Non-strategic Assets; 5.2.2 any matter undertaken by any member of the Seller’s Group to facilitate or implement a Reorganisation in accordance with Clause 2.3.5; 5.2.3 any matter undertaken by any member of the Vaccines Group that is set out in Part 3 of Schedule 20; 5.2.4 any action to the extent it is required to be undertaken to comply with Applicable Law; or 5.2.5 any matter reasonably undertaken by any member of the Seller’s Group in an emergency or disaster situation with the intention of minimising any adverse effect of such situation in relation to the Vaccines Group and where any delay arising by virtue of having to give notice to the Purchaser and await consent would materially prejudice the Vaccines Group, provided that the Seller shall notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in Clause 5.2.4, shall provide to the Purchaser all such information as the Purchaser may reasonably request and shall use reasonable endeavours to consult with the Purchaser in respect of any such action.
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Exceptions to Sellers’ Obligations in Relation to the Conduct of Business. Clause 5.1 shall not operate so as to prevent or restrict: 5.2.1 any matter reasonably undertaken by any member of the Group in an emergency or disaster situation with the intention of minimising any adverse effect of such situation in relation to the Group Company or the Seller’s Group; 5.2.2 any action required to be undertaken to comply with applicable legal or regulatory requirements; 5.2.3 any action required to be undertaken in accordance with Clause 6.6; 5.2.4 the Seller or a member of the Seller’s Group from making and receiving payments on behalf of a Group Company pursuant to the Seller’s Group cash pooling arrangements provided that such amounts are repaid to the relevant Group Company by the relevant Seller’s Group member or to the relevant Seller’s Group member by the relevant Group Company prior to the relevant Closing; or 5.2.5 the cessation on or immediately prior to the relevant Closing of the participation of any Group Company in the overdraft facility made available by Bank Mendes ▇▇▇▇ for the purposes of the Seller’s Group’s cash pooling arrangements (the “Cash Pool Facility”), provided, in the case of Clauses 5.2.1, 5.2.2 and 5.2.5, that the Seller shall notify the Purchaser as soon as reasonably practicable of any action taken or proposed to be taken as described in this Clause 5.2, shall provide to the Purchaser all such information as the Purchaser may reasonably request and shall, to the extent legally permitted, use reasonable endeavours to consult with the Purchaser in respect of any such action.
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Exceptions to Sellers’ Obligations in Relation to the Conduct of Business. Clause 5.1 shall not operate so as to prevent or restrict: (a) any of the matters set forth in Clause 4.2.6; (b) any matter reasonably undertaken by any Group Company in a situation which Seller reasonably determines constitutes an emergency or disaster situation, with the intention of minimising any adverse effect of such situation in relation to the Group or the Seller’s Group; or (c) any reasonable action by any Group Company necessary to mitigate any loss incurred or reasonably likely to be incurred by any Group Company as a result of a third-party breach or alleged breach of any contract or arrangement entered into by any Group Company; provided that in each case of clauses (b) and (c), the Purchaser’s consent could not reasonably be obtained prior to the occurrence of any emergency or disaster situation or breach.
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Exceptions to Sellers’ Obligations in Relation to the Conduct of Business. Clause 5.1 shall not operate so as to prevent or restrict: 5.2.1 any matter after the date of this Agreement and prior to Closing, undertaken by each Target Company in an urgent, emergency or disaster situation with the intention of minimising any adverse effect of such situation in relation to a Target Company, including ensuring the safety of personnel or local communities, protecting the environment, preserving property or as required to contain social unrest or reputational damage or otherwise minimising any adverse effect of such situation in relation to each Target Company; or 5.2.2 any action after the date of this Agreement and prior to Closing, required to be undertaken by any of the Target Companies to comply with applicable legal or regulatory requirements,
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Exceptions to Sellers’ Obligations in Relation to the Conduct of Business. The Purchaser acknowledges and agrees that any actions taken by any member of the Sellers’ Group pursuant to the arrangements outlined in this Schedule 11 will not operate to contravene the provisions of Clause 5.1 of this Agreement. 1.1 Trade receivables
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Related to Exceptions to Sellers’ Obligations in Relation to the Conduct of Business

  • Conditions to the Seller’s Obligations Each of the obligations of the Seller to be performed hereunder shall be subject to the satisfaction (or waiver by the Seller) at or prior to the Closing Date of each of the following conditions:

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

  • Independent Nature of Buyers’ Obligations and Rights The obligations of each Buyer under the Transaction Documents are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectively and not between and among the Buyers.

  • CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The Buyer shall have executed this Agreement and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions: