PERIOD TO COMPLETION Clause Samples
PERIOD TO COMPLETION. 5.1 Pending Completion, the Management Shareholders undertake to the Purchaser to procure (insofar as the Management Shareholders are able to do so) that: (i) the business of the Company; and (ii) the business of each other Target Company is conducted in accordance with applicable laws and in the ordinary and usual course and shall take all such steps as are reasonably required to protect and preserve the business and assets of each Target Company and to maintain that business as a going concern and with a view to profit.
5.2 Without prejudice to the generality of clause 5.1, the Management Shareholders undertake to the Purchaser to procure (insofar as the Management Shareholders are reasonably able to do so) that the Company shall, and shall procure that each Target Company shall, not effect or undertake any matter set out in Schedule 2 in the period from the date of this Agreement to the Completion Date without the prior approval of the Purchaser (such approval not to be unreasonably withheld or delayed).
5.3 The Seller shall not, if approval for such matter is requested, approve any proposed action of a Management Shareholder of which it has prior notice if it is aware that such action would breach either of clauses 5.1 or 5.2.
5.4 The Seller shall procure that any director of any Target Company that is an officer, employee or director of the Seller, Terra Firma or any Related Person of either of the foregoing, or any director that is a nominee company of either the Seller, Terra Firma or any Related Person of either of the foregoing, shall not, subject to that director complying with his or her fiduciary duties and all applicable law and regulatory requirements, approve any proposed action of a Management Shareholder of which it has prior notice if the relevant director is aware that such action would breach either of clauses 5.1 or 5.2.
5.5 A Management Shareholder shall notify the Purchaser as soon as reasonably practicable if he becomes aware of any matter, fact or circumstance which constitutes a breach of either of clauses 5.1 or 5.2 prior to Completion.
5.6 On the Completion Statement Date, the Seller shall provide to the Purchaser the Completion Statement (on the basis that its contents are calculations made in good faith and without liability save in respect of fraud).
5.7 On the date of this Agreement, each Management Shareholder shall deliver to the Seller’s Solicitors:
(a) a stock transfer form in the name of the Company in respect of all th...
PERIOD TO COMPLETION. 11 5. COMPLETION...........................................................12 6.
PERIOD TO COMPLETION. 6.1. Subject to clause 6.3, each Seller Party undertakes to the Buyer, to the extent it is within its power to do so, to use all reasonable endeavours to comply with each of the undertakings set out in Schedule 7 from the date of this agreement until Completion.
6.2. Subject to clause 6.3, each Seller Party undertakes to the Buyer, to the extent it is within its power to do so, to use all reasonable endeavours to comply with each of the undertakings set out in Schedule 8 from the Completion Date until the NLN Completion.
PERIOD TO COMPLETION. The Vendors covenant with the Purchaser to procure that the business and activities of the Company and the Subsidiaries shall be conducted in the ordinary course and in such a manner between the date hereof and the Completion Date as to ensure that no act or event shall occur during the period which would or might result in a breach of the Warranties upon the repetition at Completion.
PERIOD TO COMPLETION. 5.1 Except as specifically set out in this Agreement or as otherwise agreed with the Buyer in writing, between the time of this Agreement and Completion, the Seller shall procure that the business of each Group Company is carried on in all material respects in the ordinary course, and in accordance with all applicable laws and regulations, and shall comply with the obligations set out in Part A of Schedule 4 (Pre-Completion Undertakings).
5.2 The restrictions set out in Schedule 4 (Pre-Completion Undertakings) shall not prevent the Seller or any Group Company or any other member of the Seller’s Group from executing and completing the Astra APA and the transfer of the Astra Casino Division (the “Pre-Sale Reorganisation”) and executing and completing the Spare Parts Supply Agreement, the Supply of Services Agreement, the Hosting and Support Services Agreement, the Reverse TSA relating to Support for Astra Casino Division in each such case in accordance with Clauses 9.2 to 9.8 and the terms of such agreements or from carrying into effect the transactions and payments set out in the Financial Transactions Schedule.
5.3 The Seller shall consult with the Buyer (and take into account any reasonable comments and requests of the Buyer) prior to making any representation or other communication to any employee of a Group Company in relation to: (i) the Transaction or its consequences; (ii) the Pre-Sale Reorganisation; or (iii) the execution and completion of the Transaction Documents.
5.4 The Seller shall use its reasonable endeavours to provide, and to cause the Group and such of its senior management, directors, officers and employees as the Seller shall deem necessary (acting reasonably) prior to Completion to provide, to the Buyer, at the sole expense of the Buyer, such cooperation as may be requested by the Buyer in connection with the Debt Financing, including by using reasonable endeavours to:
(a) cause such senior management of the Group and other relevant employees of the Group to participate in the preparation and delivery of financial information relating to the Group (including but not limited to profit and loss, cash flow and balance sheet statements, both historic and projected, with such pro forma adjustments as may be required by the scope of the Debt Financing and the Transaction) required in connection with the Debt Financing where such information cannot reasonably be prepared and/or delivered by the Buyer alone;
(b) cause such senior management of...
PERIOD TO COMPLETION. 4.1 Between execution of this Agreement and Completion each Seller shall procure that each Group Company shall carry on its business in the ordinary and usual course and in the same manner that the business was carried on during the six months preceding the date of this Agreement and in particular each Seller shall procure that:
4.1.1 save where the Buyer otherwise consents in writing (such consent not to be unreasonably withheld or delayed), each Group Company complies with the undertakings set out in Schedule 3; and
4.1.2 the Buyer and its advisers (including its surveyors, solicitors and accountants) and agents shall upon reasonable notice be given reasonable access during customary working hours to the premises and all Books and Records of the Group and the directors and employees of the Group and each member of the Group will be instructed to give promptly all such information to the Buyer or any person as they may reasonably request.
4.2 Each Seller shall procure that, after the Condition Satisfaction Time and prior to Completion, the Company shall comply with the provisions set out in clause 6.1.
4.3 If at any time before Completion a Seller becomes aware of any matter or thing that
(i) gives rise to a breach of clause 4.1, clause 6.1 or any Warranty, or (ii) makes a Warranty untrue on its repetition immediately before Completion, such Seller shall promptly notify the Buyer in writing.
PERIOD TO COMPLETION. 12 5. COMPLETION.........................................................17 6. CAPITAL EMPLOYED AND COMPLETION ACCOUNTS...........................22 7. RELEASE............................................................25 8. WARRANTIES.........................................................25 9.
PERIOD TO COMPLETION. 15.1 The Vendors (excluding NatWest Ventures Nominees) and the Warrantors undertake with the Purchaser that in the period from the date hereof until Completion to:-
(a) operate the business and activities of each Group Company in their usual course and use all reasonable efforts between today's date and the Completion Date as to procure that no act or event shall occur during that period which would be reasonably expected to result in a breach of the Warranties upon their repetition immediately prior to Completion; and
(b) procure that each Group Company shall comply with each of the undertakings set out in schedule 8. Nothing done by Mr M Angelson will constitute a breach of this clause 19.1.
15.2 Pending Completion the Purchaser and any person authorised by it shall be given reasonable access on reasonable notice to the Properties and (subject to maintaining confidentiality) to all the books and records of each Group Company and the directors and employees of each Group Company shall be instructed to give as soon as is reasonably practicable all such information and explanations as the Purchaser or any such person may reasonably request.
15.3 The Vendors (excluding NatWest Ventures Nominees) and the Warrantors undertake to the Purchaser that they will disclose forthwith in writing to the Purchaser any matter or thing which may arise or become known to any of them after the date hereof which is inconsistent with any of the Warranties.
PERIOD TO COMPLETION. 6.1. Subject to clause 6.2, each Rig Owner undertakes with each GDI Party to comply with each of the undertakings set out in Schedule 3 (so far as it is lawfully able to do so) from the date of this agreement until Completion.
6.2. Clause 6.1 shall not apply in respect of, and shall not operate so as to restrict or prevent:
(a) any matter reasonably undertaken by any Rig Owner in a Force Majeure Event or in an emergency or disaster situation, including relating to life, fire or health and safety, with the intention of, and to the extent only of those matters strictly required with a view to, minimising any adverse effect thereof in relation to the relevant Rig Owner;
(b) the completion or performance of actions which are necessary to discharge any obligation undertaken pursuant to:
(i) any legal or regulatory obligation; or
(ii) any contract, arrangement, licence or consent entered into by or relating to any Rig Owner prior to the date of this agreement, provided that each such contract, arrangement, licence or consent is in existence at the date of this agreement; and/or
(c) any matter expressly permitted by, or necessary for performance or satisfaction of, any Transaction Document or Completion.
6.3. No Rig Owner shall be liable in respect of a claim for breach of its obligations under clause 6.1 unless written notice of such claim is served by the Buyer on the Seller Parent by no later than 5.00 p.m. on the date falling 12 months after the Completion Date.
6.4. Each Rig Owner shall ensure that prior to Completion all amounts that are due and payable to the Panama Authority or the Singapore Authority (as the case may be) in respect of the registration of the Rig held by it have been paid to such authority.
6.5. The Buyer shall procure that the Buyer Parent shall submit a “detailed disclosure” of the Transaction to the QFMA in accordance with Article 2.3 of the QFMA’s Mergers and Acquisitions Rules by no later than two Business Days after the date of this agreement and shall notify the Seller Parent in writing upon such submission being made and provide a copy of such submission to the Seller Parent.
PERIOD TO COMPLETION. Save for the effecting of the ICTI Restructuring or the Reorganisation or any transactions to be effected by the Reorganisation Documents, the Seller undertakes with the Buyer to use all reasonable endeavours to procure that each Company shall operate its business and activities in their ordinary course between today's date and the Completion Date (and in particular shall comply with the undertakings set out in schedule 7 of this agreement), except as otherwise contemplated by the Intellectual Property Agreement. Pending Completion the Buyer and any person authorised by it as its agent shall be given reasonable access to the Properties and to all the books and records of each Company and the directors and employees of each Company shall be instructed to give all such information and explanations as the Buyer or any such person may reasonably request provided that such information relates directly to the proposed transactions to be effected under the terms of this agreement. Any such inspection or investigation shall be conducted at reasonable times, on prior notice, and under such circumstances as the Seller may reasonably impose.