PRE-COMPLETION COVENANTS Clause Samples

PRE-COMPLETION COVENANTS. 6.1 Sellers’ obligations in relation to access to the Group Companies‌ (a) In the period between the date of this Agreement and Completion, the Sellers shall, subject to the provisions of the NDA and the CTA and to the extent: (x) reasonably possible and taking into account commercial sensitivities; (y) not jeopardising client-attorney or other legal privilege; and (z) not prohibited by applicable Laws (including competition Laws), at the Purchaser’s sole expense: (i) provide the Purchaser and its Representatives such reasonable access to the directors/managers and to the books and records of each of the Group Companies and, at such times during normal business hours on any Business Day, under the supervision of any Representative of the Sellers, and in such a manner as not to unreasonably interfere with the normal operations of any relevant member of any Seller’s Group and/or the Company, as the Purchaser may reasonably request in writing specifying the purpose of the request and the extent of access requested; and (ii) provide such information regarding the business and affairs of each of the Group Companies as the Purchaser may reasonably request in writing specifying the purpose of the request and the extent of access requested.‌ 6.2 Sellers’ obligations in relation to the conduct of the business by the Group Companies (i) exercising their voting rights as shareholders of the Company and any other rights reasonably available under the Company’ articles of association or constitutional documents, but subject to any fiduciary duty they may have, and (ii) by notifying the statutory directors of the Group Companies ultimately 2 Business Days after the date of this Agreement of the relevant provisions of this clause to ensure such statutory directors are aware of the consent requirements set out in this clause) to ensure that: (a) the business activities of the Group are in all material respects conducted in the ordinary course of business including maintaining an ordinary course level of inventory and turnover days for accounts receivable and accounts payable in the ordinary course and consistent with past practice; and (b) the Group preserves and protects its present business organisations, lines of business, assets and goodwill and its relationships with customers, suppliers, and other third parties, in the ordinary course of business and consistent with past practice; and‌ (c) no Group Company shall: (i) change its accounting procedures, principles or prac...

PRE-COMPLETION COVENANTS. 8.1.1 Between the date hereof and the Completion Date, each party hereto covenants and agrees that it shall promptly notify the other parties of the occurrence, or non-occurrence of any event, which would be likely to cause any Conditions to be satisfied by it not to be satisfied. 8.1.2 Each Seller hereby covenants and agrees that it will send the Transfer Notice to all MobiFon shareholders as soon as practicable after the date hereof and in any event, no later than the third Business Day thereafter.

PRE-COMPLETION COVENANTS. Ordinary Course of Business 7.1 Save (i) in so far as expressly contemplated in this Agreement, (ii) in so far as may be reasonably necessary in connection with the implementation of this Agreement or the Transactions contemplated by this Agreement including the implementation of the Disentanglement, (iii) in so far as may be necessary to comply with applicable Law, or (iv) in so far as agreed or consented to by the Purchaser (such agreement or consent not to be unreasonably withheld or delayed), the Seller shall, and to the extent applicable shall cause the relevant members of the Seller’s Group and each of the EDS Entities to, use all their respective commercially reasonable efforts to procure that, between Signing and Completion, they shall (a) continue to conduct the EDS Business as a going concern in the Ordinary Course and (b) preserve the EDS Business and its relationships with customers, key employees, suppliers, distributors and other third parties, in each case consistent with past practice and (without prejudice to the generality of the foregoing) none of them shall, between Signing and Completion (or in case of partial Completion as further set out in Clause 5.6.2): 7.1.1 make any fundamental change in the nature or organisation of the EDS Business or discontinue or cease to operate all or a material part of the EDS Business; 7.1.2 sell, transfer, grant any exclusive licence, or otherwise dispose of, or, in the case of EDS Patents, EDS Copyrights or EDS Trademarks, allow to lapse (other than in the case of non-renewal due to local law requirements) or abandon, any, or create a Third Party Right (other than any Permitted Encumbrance) over any, EDS Asset to the extent having a book value in excess of, EUR 100,000 (one hundred thousand euros) per item or EUR 300,000 (three hundred thousand euros) on an aggregate basis, other than retention of title or similar arrangements or the sale of any EDS Inventory, in each case in the Ordinary Course; 7.1.3 make any material change in its stock-taking policies; 7.1.4 enter into any Contract in connection with the EDS Business that, if existing on the date hereof, would constitute a Material Contract, other than in respect of the purchase of supplies or sale of inventories or services in the Ordinary Course; 7.1.5 commit to any capital expenditure project (other than those contemplated in the Management Presentation, the “AFC Current Year” or “FC Next Year” columns of the Capital Expenditure Plan or otherwis...

PRE-COMPLETION COVENANTS. 7.1 Subject to clause 7.3 and other than with the prior written consent of the Purchaser (such consent not to be unreasonably conditioned, withheld or delayed), until the First Completion Date (and in respect of any Deferred Target Subsidiary only, until the relevant Deferred Completion Date) the Parent undertakes that it shall procure that: (i) the business plan and budget of the Kantar Business (taken as a whole) shall not be materially amended or varied; and (ii) in respect of any member of the Target Group other than any Non-Wholly Owned Target Subsidiary: (a) the business of the Target Companies and the Target Subsidiaries is carried on in all material respects in the ordinary course of its day to day business; and (b) no Target Company or Target Subsidiary shall: (i) make any increase in or reduction of its share or loan capital or grant any option to subscribe for or acquire any of its share or loan capital (other than to another Target Company or Target Subsidiary); (ii) make any material amendment to its constitutional documents; (iii) sell, transfer or dispose of, or grant any option to acquire, any part of its business, undertaking or a material part of its assets, other than assets in the ordinary course of business; (iv) borrow any monies or incur any indebtedness other than trade credit or finance leases in the ordinary course of trading and any interest or fees incurred in respect of existing indebtedness; (v) grant, issue or redeem any mortgage, charge, debenture or other security or Encumbrance or give any guarantee or indemnity, other than in the ordinary course of business and then only in respect of the obligations and liabilities of other members of the Target Group; (vi) materially amend, enter into, offer to enter into or terminate or give notice to terminate any terms of employment of a Senior Employee or any person who would have equivalent standing, if an employee of the Target Group; (vii) form any subsidiary or acquire shares in any company or acquire any business or undertaking or participate in, or terminate any participation in, any partnership or joint venture; (viii) change in any material respect the accounting procedures, principles or practices of any Target Company or Target Subsidiary; (ix) initiate, settle or compromise, or fail to take all reasonable steps to defend, any new litigation or other dispute arising after the date of this agreement having a value of at least £500,000 (and other than routine proceedings for...

PRE-COMPLETION COVENANTS. 19.1 Neither VIP, HET, H3G II nor ▇▇▇▇▇ shall and each such Party shall procure that none of their Subsidiaries shall at any time prior to and including Completion without the prior consent of the other parties pass or join in passing any resolution of H3G II or ▇▇▇▇▇ which is contrary to the Transaction Documents.

PRE-COMPLETION COVENANTS. (a) Subject to clauses 4.1(b) and 4.1(c), from the Effective Date and ending on the Completion Date, the Company shall not, and Adani shall procure that the Company shall not, take any actions without the prior written consent of ECX and, in particular, shall not incur any liabilities, incorporate or acquire any entities, issue any securities, make any payments, avail any Indebtedness, create any Encumbrances, make any investments or divestments, undertake any commitments or enter into any agreements, arrangements or contracts. (b) Clause 4.1(a) shall not restrict the Company from undertaking any of the following actions: (i) any actions: (A) expressly required to be undertaken pursuant to this Agreement (including any actions to be undertaken in order to satisfy any of the Conditions); or

PRE-COMPLETION COVENANTS. 5.1 Until Completion the Seller shall, to the extent permitted by law and subject to clause 5.2, comply with the provisions of Schedule 5. 5.2 Clause 5.1 shall not operate so as to restrict or prevent: (a) any matter of which written notice has been given to the Purchaser but in relation to which the Purchaser has not made a final determination within (i) two Business Days in relation to any matter referred to in paragraph 1.3(f) of Schedule 5 or (ii) five Business Days in relation to any matter referred to in paragraph 1.3 other than paragraph 1.3(f), from the date on which such written notice was sent (and failure to respond in writing to a written notice shall be deemed to be failure to make a final determination in respect of the matter contained within such written notice). Notwithstanding anything contained in this clause 5.2(a), the Purchaser agrees to use its best endeavours to respond to a request for consent from the Seller in relation to paragraph 1.3(i)(i) of Schedule 5 within 24 hours of the receipt of any such request for consent; (b) the completion or performance of any obligations required under any contract or arrangement entered into by the Seller or in respect of any of the Business prior to the date of this agreement; (c) any matter reasonably undertaken by the Seller or any member of the Seller’s Group in respect of the Business in an emergency or disaster situation with the intention of minimising any adverse effect thereof (and of which the Purchaser shall be consulted as far in advance as is reasonably practicable and legally permissible in the circumstances, failing which, the Purchaser will be promptly notified); (d) any matter contemplated in this agreement or the other Transaction Documents; (e) any payment for or in respect of Tax when due; (f) any matter undertaken at the written request of the Purchaser; (g) any action necessary (in the reasonable belief of the Seller) in order to comply with any requirement of applicable law or regulation (including any rules or requirements of or any direction received from any Government Agency) and in respect of any such material matter the Purchaser shall be consulted as far in advance as is reasonably practicable and legally permissible in the circumstances; (h) the giving of notice to terminate agreements or arrangements in respect of services provided by members of the Seller’s Group in relation to the Business or the entry into of amendment agreements to provide for such termination ...

PRE-COMPLETION COVENANTS. Other than (a) as disclosed in Schedule 7.2.17 or (except with respect to Clauses 11.1.1, 11.1.2 (other than for any issues or allotments to a Group Company), 11.1.4 (other than on a solvent basis), 11.1.5, 11.1.6, 11.1.8, 11.1.9, 11.10 or 11.1.12) in the Vendor Reports, (b) as may be required by applicable Law, (c) as expressly contemplated under this Agreement (including Permitted Leakage), or (d) with the prior written consent of the Buyer (which shall not be unreasonably withheld, conditioned or delayed), the Seller undertakes to the Buyer that, during the period from the date hereof until Completion: (i) it shall procure that the Business shall be conducted in all material respects in the ordinary course and in substantially the same manner as previously conducted; and (ii) (other than in respect of Clause 11.1.13 below) it shall not, and in all cases in this Clause 11.1, it shall procure that no Group Company shall:

PRE-COMPLETION COVENANTS. Until Completion the Seller shall, to the extent permitted by applicable law and regulation: (a) procure that the Purchaser and its agents and advisers are given reasonable access to the Properties and to the books and records of the Company during normal business hours on any Business Day and on reasonable notice to the Seller; (b) provide such information regarding the businesses and affairs of the Company as the Purchaser may reasonably require; (c) exercise all rights and powers available to it with a view to procuring that, except with the written consent of the Purchaser (such consent not to be unreasonably withheld or delayed), the Company shall not depart in any material respect from the ordinary course of its day-to- day business; and (d) save in the normal course of business, not make any material change in the terms and conditions of employment of any of its employees or employ or terminate (except for good cause) the employment of any person.