Common use of POST-COMPLETION COVENANTS Clause in Contracts

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. a. 9.1 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. 9.2 As soon as reasonably practicable (and, in any event, within six months) after Completion, the Purchaser shall procure that no Group Company: 159. : (a) 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. or (b) otherwise represents that the Seller or any other member of the Seller’s Group retains any connection with any of the Group Companies. c. 9.3 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.