PRE-COMPLETION Sample Clauses
The PRE-COMPLETION clause outlines the rights, obligations, and procedures that apply before a project or transaction is officially completed. Typically, it governs activities such as inspections, approvals, or the handling of property and risk prior to the formal closing or handover. For example, it may specify who is responsible for maintenance, insurance, or access to the site during this interim period. The core function of this clause is to ensure that both parties understand their responsibilities and protect their interests before the final completion, thereby reducing the risk of disputes or misunderstandings.
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PRE-COMPLETION. 6.1 Subject to Clause 6.2 the Seller:
6.1.1 undertakes to the Purchaser that from 29 April 2008 to the date of this Agreement, save as disclosed by the Disclosure Letter, no Group Member has undertaken any act or matter specified in Schedule 7 without the prior written consent of the Purchaser;
6.1.2 undertakes to procure that from the date of this Agreement to Completion no Group Member will undertake any act or course of conduct which is outside the ordinary course of the business of such Group Member without the prior consent of the Purchaser (such consent not to be unreasonably withheld or delayed) and that each member of the Group shall carry on the business of such Group Member in the ordinary course; and
6.1.3 undertakes to procure that from the date of this Agreement until Completion no Group Member shall undertake any of the acts or matters specified in Schedule 7 without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed).
6.2 Clause 6.1 does not apply in respect of and shall not operate so as to restrict or prevent:
6.2.1 any matter reasonably undertaken by any Group Member to preserve the safe operation of the Group’s assets or in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which the Purchaser will be promptly notified);
6.2.2 the completion or performance of actions which are reasonably necessary to discharge any obligations undertaken pursuant to any legal or regulatory obligation or pursuant to any contract, arrangement, licence or consent entered into by or relating to any Group Member prior to the date of this Agreement or after the date of this Agreement entered into (or, in the case of a licence or consent, issued or granted) in the ordinary course of business, and in compliance with the requirements of Clause 6.1.3, with a person who is not a Group Member;
6.2.3 any matter provided for in the Transaction Documents or the Restructuring Documents;
6.2.4 the amendment by ATL and Angel Locomotive Leasing Limited of their accounting reference date to 31 March 2008;
6.2.5 any Permitted Leakage (including any draw downs in relation to any payments made under paragraph b(iv) of the definition of Permitted Leakage);
6.2.6 any matter undertaken at the written request or with the written consent of the Purchaser; or
6.2.7 any arrangements to rollover, continue or extend the RBS Debt on identical terms.
6.3 The Seller undertakes that between ...
PRE-COMPLETION. REORGANISATION
13.1 Each of Prudential and ▇▇▇▇▇▇▇ shall use reasonable endeavours to effect, or procure that members of their Group effect, the following steps prior to Completion (the “Pre-Completion Reorganisation”):
(A) the transfer from PUSH to PCAL of the ▇▇▇▇▇▇▇ Shares, by way of a declaration by the board of directors of PUSH of an interim distribution in specie of certain ▇▇▇▇▇▇▇ Shares with a carrying value approximately equal to PUSH’s current distributable profits, and the sale of the remaining ▇▇▇▇▇▇▇ Shares currently held by PUSH from PUSH to PCAL, the consideration in respect of such sale being left outstanding as an intercompany receivable owing from PCAL to PUSH;
(B) the transfer of the ▇▇▇▇▇▇▇ Shares referred to in step (A) above from PUSH to PCAL pursuant to a valid instrument of transfer and the entry of PCAL into ▇▇▇▇▇▇▇’▇ register of stockholders as holder of those ▇▇▇▇▇▇▇ Shares which transfer shall be of ▇▇▇▇▇▇▇ Shares in uncertificated form;
(C) to the extent required, the entry by PCAL into a joinder agreement to the Stockholders Agreement dated 17 July 2020 between PUSH and Athene (the “Stockholders Agreement”), in form and substance reasonably acceptable to ▇▇▇▇▇▇▇, in which PCAL agrees to be subject to all covenants and agreements of PUSH under the Stockholders Agreement, and the execution of all other agreements in effect immediately prior to step (A) above which are binding on PUSH in its capacity as stockholder of ▇▇▇▇▇▇▇;
(D) the declaration by the board of directors of PCAL of an interim distribution in specie of 800 ▇▇▇▇▇▇▇ Shares to Prudential;
(E) the transfer of the ▇▇▇▇▇▇▇ Shares referred to in step (D) above from PCAL to Prudential pursuant to a valid instrument of transfer and the entry of Prudential into ▇▇▇▇▇▇▇’▇ register of stockholders as holder of those ▇▇▇▇▇▇▇ Shares, which transfer shall be of ▇▇▇▇▇▇▇ Shares in uncertificated form;
(F) the entry by Prudential into a joinder agreement to the Stockholders Agreement, in form and substance reasonably acceptable to ▇▇▇▇▇▇▇, in which Prudential agrees to be subject to all covenants and agreements of PCAL under the Stockholders Agreement, and the execution of all other agreements in effect immediately prior to step (D) above which are binding on PCAL in its capacity as stockholder of ▇▇▇▇▇▇▇;
(G) the obtaining of any relevant corporate authorisations in order to effect the steps completed by the Pre-Completion Reorganisation (including any required board or sharehol...
PRE-COMPLETION. Each of Us acknowledges and confirms that as at the date of this Agreement we have obtained all necessary authorisations to enter into this Agreement.
PRE-COMPLETION. 7.1 Pending Completion, the Seller shall procure that, subject to Applicable Law and this clause 7.1:
(a) each Target Group Company shall carry on business in the ordinary course (which shall include applying for the renewal, in the ordinary course, of any registrations, permits, licences, and/or domain name registrations of any member of the Target Group which are due to expire on or before Completion) and in compliance in all material respects with Applicable Law; and
(b) no Target Group Company shall:
(i) incur capital expenditures exceeding USD1,000,000 in aggregate, with the exception of expenditure that is expressly contemplated by the Budget or that is incurred within the ordinary and usual course of its business; or
(ii) incur any expenditure exceeding USD250,000 in any given calendar month in relation to sales, marketing, recruitment and/or business development (including capital expenditure in respect of the same); or
(iii) dispose of or grant any Encumbrance in respect of any material part of its assets or any Intellectual Property Rights owned by a Target Group Company; or
(iv) accelerate any receivable or delay any payable, other than: (a) in the ordinary and usual course of business and consistent with past practice; or (b) pursuant to the University of Texas’ request to accelerate the contractually agreed prepayment invoicing for September 2025 and September 2026 in the following manner – to invoice in January 2025 (for September 2025) amounts of [***] for [***] and [***] for NeuraCeq and, following settlement of that invoice, to invoice in April 2025 (for September 2026) amounts of [***] for [***] and [***] for NeuraCeq; or
(v) waive, forgive, discount or release any liability owing to the Target Group by any member of the Seller’s Group (except as expressly required pursuant to the terms of this agreement);
(vi) acquire or dispose of any share, shares or other interest in any company or partnership; or
(vii) amend the terms of its borrowing or indebtedness in the nature of borrowing or any guarantee or performance bond given for its benefit or borrow any money or give any guarantee or performance bond; or
(viii) declare, make or pay any dividend or other distribution (whether in cash, stock or in kind) or makes any reduction of its paid-up share capital except to another Target Group Company; or
(ix) save as required by Applicable Law:
(A) terminate the engagement (other than any termination in circumstances constituting summary dismissal ...
PRE-COMPLETION. 6.1 Each of the Management Sellers shall (so far as they are lawfully able) procure (through the exercise of the rights attached to their Sale Shares and where applicable as a director of a Group Company) that, pending Completion or the earlier termination of this Agreement in accordance with its terms, and the Company shall, and shall procure that each Group Company shall, comply with the Pre-Completion Undertakings as set out in Schedule 7.
6.2 Nothing in this Clause 5.16 or Schedule 7 shall operate so as to prevent or restrict:
(a) any matter reasonably undertaken in an emergency or disaster situation, with the intention of mitigating any adverse effect thereof and which is considered reasonable and proportionate given the prevailing circumstances at the relevant time (and of which the Buyer will be notified as soon as reasonably practicable, and to the extent reasonably practicable, the relevant Group Company shall consult with the Buyer in relation to the relevant matter where such matter would otherwise contravene Schedule 7);
(b) any action required in accordance with any contract or arrangement entered into by any Group Company in the ordinary course on or after the date of this Agreement which does not contravene the undertakings set out in this Clause 5.1 or Schedule 7;
(c) the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into:
(i) prior to the date of this Agreement and which has been provided in the Data Room to the Buyer; or
(ii) in the ordinary course on or after the date of this Agreement and which does not contravene the undertakings set out in this Clause 5.1 or Schedule 7;
(d) the carrying out of any act or the undertaking of any matter necessary (in the reasonable belief of the Company and each relevant Group Company) in order to ensure compliance with Applicable Laws (including any Applicable Laws relating to prudential matters and other requirements of a Regulatory Authority);
(e) the Managing Agent taking any action (or refraining from taking any action) to the extent necessary (in its reasonable belief) to comply with its legal or contractual obligations to the members of the Syndicates;
(f) a Group Company from committing to any Regulatory Authority to carry out any act or undertake any matter required or reasonably (in the opinion of the relevant Group Company) requested by that Regulatory Authority and the carrying out of any act or undertaking of any matter required pursu...
PRE-COMPLETION. 5.1 Until Completion, the Buyer and the Seller shall cooperate in good faith in relation to, so far as permissible by applicable Law and without causing material interruption to the business and operations of the Group:
(a) the provision to the Buyer of documents and information in relation to the Group as may be reasonably requested by the Buyer; and
(b) the arrangement of discussions between the Buyer and such senior employees and officers of the Group as the Buyer may reasonably request in relation to the affairs, finances and accounts of the Group, provided always that any information provided to the Buyer pursuant to this Clause 5.7 shall constitute the Seller's Confidential Information for the purposes of Clause 15 until Completion.
5.2 Until Completion, the Seller shall ensure that the 'check the box' Tax election status for all Group Companies is made available to the Buyer promptly upon request.
5.3 Promptly upon request of the Buyer (provided that the Buyer has first consulted with the Seller in relation to such request and taken account of any request made by the Seller for a short delay on the basis that it has reasonable grounds to believe that the authorisation will be received within 5 Business Days), the Seller shall procure that the pending application for FCA authorisation in relation to Globe Underwriting Limited is withdrawn, and shall provide written evidence in a form satisfactory to the Buyer that such withdrawal has taken place.
5.4 The Seller shall procure that Ed Broking LLP will provide TIRA with an updated List of Shareholders (reflecting the changes to the List of Shareholders that will take place on Completion) no later than one calendar month in advance of Completion. The Buyer will provide to the Seller and Ed Broking LLP all reasonable assistance necessary to prepare the updated List of Shareholders.
5.5 Until Completion, the Seller shall promptly inform the Buyer if it or any Group Company receives notice of, or if the Seller otherwise becomes aware of, any Regulatory Action.
5.6 Until Completion, the Seller shall use its reasonable endeavours to procure that:
(a) the relevant Group Company has obtained the prior written unconditional consent to the Transaction from the relevant counterparties to the Change of Control Leases; and
(b) Ed Broking LLP has obtained the prior written unconditional waiver by Palm Insurance Canada Inc. under the Palm Insurance Loan Agreement in relation to the proposed Change of Control (as that ...
PRE-COMPLETION. Pre-Completion notifications
7.1 Subject to subclause 7.3, prior to Completion, the Seller shall (or shall procure that a member of the Seller’s Group or the relevant Group Company, as applicable, shall), promptly following execution of this agreement, make (and does not withdraw):
(a) each of the Australian Regulatory Notifications to the relevant Australian Regulatory Authority; and
(b) each of the New Zealand Regulatory Notifications to the relevant New Zealand Regulatory Authority.
7.2 The Seller and the Purchaser:
(a) must together agree and determine the strategy for making each of the Australian Regulatory Notifications and the New Zealand Regulatory Notifications;
(b) must promptly notify each other of any communication (whether written or oral) from a Regulatory Authority or any other third party, in each case relating to the Australian Regulatory Notifications or the New Zealand Regulatory Notifications; and
(c) must promptly supply all necessary and appropriate information for the purposes of enabling the Seller or the relevant member of the Seller’s Group or Group Company (as applicable) to make the Australian Regulatory Notifications and the New Zealand Regulatory Notifications.
7.3 To the extent that any notification under subclause 7.1 is not accepted or otherwise deemed to be ineffective by the relevant Regulatory Authority, a party may request, and the other party must promptly provide, any additional information for the purposes of allowing the Seller or the relevant member of the Seller’s Group or Group Company (as applicable) to rectify or otherwise resubmit the relevant notification.
PRE-COMPLETION. 5.1 The provisions of Schedule 5 shall apply.
5.2 Nothing in this clause 5 or Schedule 5 shall operate so as to restrict or prevent the following (of which the Buyer will be notified as soon as reasonably practicable so far as it is lawful for the Seller to do so and would not cause any Group Company to breach any contract, law or regulation):
(a) any matter reasonably undertaken in an emergency or disaster situation, with the intention of minimising any adverse effect thereof;
(b) the completion or performance of any obligations undertaken pursuant to any contract or arrangement entered into prior to the date of this Agreement (including the Reinsurance Contracts), provided that any such contract or arrangement has been disclosed to the Buyer prior to the date of this Agreement;
(c) the carrying out of any act or the undertaking of any matter necessary (in the reasonable belief of the Seller or the relevant Group Company) in order to ensure continued compliance with Applicable Laws (including any Applicable Laws relating to prudential matters);
(d) committing to any Regulatory Authority to carry out any act or undertake any matter requested or required by it and the carrying out of any act resulting from such commitment, provided that before any such commitment or undertaking is given, the Buyer is notified of the matter and if reasonably practicable afforded an opportunity to participate in relevant communications with the Regulatory Authority (unless the Regulatory Authority does not permit such notification or participation);
(e) the performance of any obligation under any Share Purchase Documents;
(f) any matter undertaken at the written request of the Buyer; or
(g) the making by a Group Company of any payment of Taxation to a Tax Authority.
5.3 Without prejudice to the generality of this clause 5, prior to Completion the Seller shall, and shall use all its commercially reasonable endeavours to procure that the Group Companies shall, subject to Applicable Laws and any obligations they may have under existing agreements with third parties, allow the Buyer and its agents, upon reasonable notice, reasonable access to, and to take copies of, the books, records, and documents and reasonable access to individuals of or relating in whole or in part to the Group, provided that the obligations of the Seller under this clause shall not extend to allowing access to information which is:
(a) reasonably regarded by the Seller as confidential to the activities of t...
PRE-COMPLETION. Boral and USG acknowledge and agree that if prior to Completion:
(a) a Boral Group Member becomes aware of any facts, matters or circumstances which give or are reasonably likely to give rise to a breach of a Boral Warranty, a Boral Tax Warranty or a ▇▇▇▇▇ ▇▇ Warranty; or
(b) a USG Group Member becomes aware of any facts, matters or circumstances which give or are reasonably likely to give rise to a breach of a USG Warranty, a USG Tax Warranty or a USG JV Warranty; then Boral or USG (as relevant) will promptly notify the other of such fact, matter or circumstance, provided that, for the avoidance of doubt, such notice will in no way constitute disclosure for the purpose of clause 7.1 of this Agreement or otherwise limit or exclude any Claim.
PRE-COMPLETION. REORGANISATION
12.1 Pre-Completion Reorganisation
(a) AWI shall implement the Pre-Completion Reorganisation in accordance with the restructuring plan set out in Schedule 19 (Pre-Completion Reorganisation) and procure that the Pre-Completion Reorganisation is completed by no later than the Completion Date.
(b) As soon as reasonably practicable after the Completion Date and in any event on or before the expiry of one year after the Completion Date, the Parties shall review the composition of the assets and liabilities of the Group with a view to establishing in good faith whether, as a result of the Pre-Completion Reorganisation, any asset or liability (i) was allocated to a member of the Group but should have been retained by the Seller Group, or (ii) which was allocated to a member of the Seller Group but should have been retained by the Group (each a “Wrong-Box Item”). The Parties shall promptly procure the transfer, for no further consideration, of any Wrong-Box Items to such entity the entitled Party specifies. Pending such transfer, the Wrong-Box Items shall be held on behalf of the entitled Party and the Parties shall economically put each other in the position they would be in if the respective Wrong-Box Items were held by the entitled Party.