POST-COMPLETION COVENANTS Clause Samples
Post-completion covenants are contractual obligations that parties agree to fulfill after the main transaction has been completed. These covenants may include actions such as transferring additional documents, providing ongoing support, or refraining from certain activities for a specified period. Their core practical function is to ensure that all necessary steps and commitments that cannot be completed at closing are addressed, thereby facilitating a smooth transition and protecting the interests of the parties after the deal is finalized.
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POST-COMPLETION COVENANTS. 10.1 The Purchaser shall, and shall procure that each member of the Purchaser’s Group shall, for a period of five years from Completion:
(a) retain in its or the relevant member of the Purchaser’s Group’s possession and control; and
(b) as promptly as practicable during normal business hours and on reasonable notice, permit the Seller or its duly authorised representatives (which shall include (without limitation) the Seller’s external auditors), for the sole purpose of obtaining information required for the Seller or a member of the Seller’s Group for the preparation or audit of accounts and Taxation returns and filings, to inspect and (to the extent permitted by applicable law) take copies of, all the business records relating to the Business in respect of the period before Completion that are in its or a member of the Purchaser’s Group’s possession or control, and the Purchaser shall procure that such business records that are held before Completion by the Seller and handed over to the Purchaser at Completion and which are required by law to be retained are properly maintained and retained in a manner materially consistent with the past practice of the Business.
POST-COMPLETION COVENANTS. The Company hereby covenants in favour of the Subscriber and the Minister:
POST-COMPLETION COVENANTS. 9.1 Employees
POST-COMPLETION COVENANTS. Each of the Warrantors hereby jointly and severally covenants to the Investor as is set forth in the remainder of this Clause 6.
POST-COMPLETION COVENANTS a. As soon as reasonably practicable (and, in any event, within 30 days) after Completion, the Purchaser shall procure that the name of any Group Company whose name includes the letters “LEI” or the word “Laureate”, as applicable, is changed so that it no longer contains the letters “LEI” or the word “Laureate” and shall provide evidence to the Seller that each of LEI Higher Education Holdings Pty Ltd, LEI New Zealand, LEI Australia Holdings Pty Ltd, LEI Australia Education, Pty Ltd and Laureate Education Services Australia Pty Ltd has so changed its name.
b. As soon as reasonably practicable (and, in any event, within six months) after Completion, the Purchaser shall procure that no Group Company: 159. uses or displays (including on or in its business stationery, documents, signs, promotional materials or website) any name, ▇▇▇▇ or logo which is the same as or similar to, or is likely to be confused or associated with, any name, ▇▇▇▇ or logo of a member of the Seller’s Group; or 160. otherwise represents that the Seller or any other member of the Seller’s Group retains any connection with any of the Group Companies.
c. Without limiting any other rights of access under this agreement, for a period of five years after Completion the Purchaser must procure that each Group Company makes available to the Seller on reasonable notice all records and documents of that Group Company (in whatever form and including all statutory books, trading and financial records, employee records, tax assessments and returns and all related correspondence) reasonably required by the Seller or any other member of the Seller’s Group for the purposes of complying with its legal obligations or defending any claim or proceeding (other than a claim or proceeding brought by the Purchaser or another member of the Purchaser’s Group). Nothing in this subclause 9.3 requires any party to waive any privilege in a document in a manner which is adverse to that party’s interests but the parties must use all reasonable endeavours to ensure that the information can be provided in a manner such that privilege is not waived or, that if privilege is waived, the waiver is a limited waiver that is not materially prejudicial to that party’s interests.
POST-COMPLETION COVENANTS. The Company shall, and shall procure that each other relevant Group Member shall, undertake the actions set forth in Exhibit J.
POST-COMPLETION COVENANTS. AiS covenants in favour of the Vendors that during the period immediately after Completion and up to the Option Condition Date, to the maximum extent permitted by law: (a) it will not sell or grant any interest over the LuckyBet Group or the Business or enter into an agreement to do so; (b) it will not make any material changes to the LuckyBet Group (being LuckyBet and its subsidiaries) including its capital structure or the Business, or enter into an agreement to do so, except as approved by LuckyBet directors in accordance with the LuckyBet Board Voting Arrangements; (c) it will not permit or suffer a material adverse change; (d) it will adopt and implement the Governance Charter; (e) it will adopt and implement the LuckyBet Investment Program; (f) it will, taking into account the financial position of the AiS Group (being AiS and its subsidiaries), endeavour to establish directors' and officers' liability insurance as soon as practicable; (g) to the extent permitted by law, enter into deeds of indemnity and access with each of its directors and the directors of LuckyBet (collectively, Beneficiaries) pursuant to which AiS covenants to indemnify the Beneficiaries from and against claims made against them in relation to their roles as directors or officers in AiS or its subsidiaries, on market standard terms; (h) at all times comply with applicable law in the conduct of AiS Group's business and affairs; (i) while AiS has the right to appoint the majority of the directors of LuckyBet, AiS will procure that the nominees of the Vendors remain as directors of LuckyBet until the Option Condition Date and undertakes to use its rights and powers as owner of all the shares of LuckyBet to procure implementation of the LuckyBet Board Voting Arrangements, LuckyBet Investment Program and the LuckyBet Business Plan and Budget, and to this end, ensure that directors it appoints to LuckyBet use their powers as directors to satisfy this obligation; (j) AiS will not appoint more than 5 directors in aggregate and of those, the Vendors will have the right to appoint (and remove and replace) up to 2 C-suite directors, their initial nominees being Mr I P▇▇▇▇ and Mr J T▇▇▇▇▇▇.
POST-COMPLETION COVENANTS. The Company shall, and shall procure that each other relevant Group Member shall, undertake the actions set forth in Schedule 6.
POST-COMPLETION COVENANTS. 8.1 Within 15 Business Days after Completion, but not sooner than each Seller providing the bank guaranties required by Clauses 3.12 and 3.13, Purchaser will issue listed unregistered and restricted shares in the share capital of Guarantor (“CECO Shares”) in Sellers’ names, to be held subject to the Restricted Stock Agreement attached as Exhibit D. The number of CECO Shares that will be issued to Sellers will be determined according to the following formula: • X divided by Y whereby: X is the equivalent of EUR 6,000,000 in USD, calculated on the basis of the official EUR- USD reference conversion rate as published by the European Central Bank applicable at 4 p.m. (CET) on the date one day prior to Completion; and Y is the average of the closing stock price of the CECO Shares on each trading day in the 90 days prior to Completion. The CECO Shares will be issued to the Sellers in accordance with Clause 3.10.
8.2 Sellers shall repay to the Company any and all costs and expenses of advisors that have advised the Sellers in relation to the Transaction to the extent that these costs have been or are advanced by the Company.
POST-COMPLETION COVENANTS. 8.1 The Vendor covenants with the Purchaser, for a period of three years from the date of this Agreement, that the Vendor shall not, and shall procure that its direct and indirect subsidiaries, ▇▇▇▇ ▇.▇. ▇▇, ▇▇▇▇▇ ▇.▇. ▇▇▇ and ▇▇▇▇▇▇▇ Y.T. Sy (collectively the "RESTRICTED PERSONS"), not to, directly or indirectly (individually or on behalf of any other person, firm, corporation or other entity), solicit, attempt to hire, hire or entice away any employee of the Group or of any Associate of the Group whom is employed by the Group on the date of this Agreement, excluding employees whose employment has been terminated after the Completion Date and prior to the commencement of employment discussions between such employees and the Restricted Persons.
8.2 The Vendor further covenants with the Purchaser that, for a period of three years from the Completion Date, the Vendor shall not, and shall procure the Restricted Persons not to, directly or indirectly (individually or on behalf of any other person, firm, corporation or other entity), start up, acquire, operate or otherwise compete with any member of the Group, the Purchaser or any Associate of the Purchaser in a business that manufactures, sells, develops, markets, distributes or services any of the products or services of any member of the Group at any time within twelve (12) months preceding the Completion Date or any products having specifications similar to such products in those countries throughout the world where the products or services of any member of the Group have been sold. To insure the greatest likelihood of enforceability of the covenant set forth in this Clause 8.2 it is agreed that: (i) the duration, products, services and area for which the covenant is to be effective are reasonable; (ii) if any court determines that the time period, products, services or the area, or all of them, are unreasonable and that the covenant is to that extent unenforceable, then the covenant shall remain in full force and effect to the greatest extent that would not render it unenforceable; and (iii) the covenant shall be deemed to be a series of separate covenants, one for each and every country where the products or services of the Group have been sold. For the avoidance of doubt, this Clause 8.2 shall not restrict the Vendor and the Restricted Persons from conducting any (a) cable assembly business of a nature that is the same as or substantially similar to the cable assembly business currently being carried on ...