Common use of PRE-COMPLETION COVENANTS Clause in Contracts

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 on Completion pursuant to the terms of this agreement;

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 on Completion pursuant to the terms of this agreement; (i) subject to clause 5.5, responding to any communication from, or attending any calls or meetings with, any Government Agency (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); or (j) the settlement (prior to the Completion Date) of any amounts due in respect of any Indebtedness related to the Business to the Seller’s Group in accordance with the terms of any intra-company or intra-group arrangements, except for the Equity. 5.3 The Seller covenants that it shall: (a) lodge the necessary documents with the MAS to seek the MAS Approval and make the necessary application to the Singapore Court to have the Scheme and the transfer of Scheme Assets and Liabilities pursuant to the terms of this agreement and the Scheme approved and/or confirmed after the receipt of copies of the relevant documents from the Purchaser under clause 5.4(a) and (b) below and further covenants to provide all documents (in the Agreed Form required) in respect of the Seller and those documents set out in Schedule 10 in the Agreed Form for the purposes of lodging the necessary documents with the MAS and making the necessary application to the Singapore Court to approve and/or confirm the Scheme and any supplemental documents as may be requested by the MAS or the Singapore Court; (b) to the extent not prohibited by the MAS or by any applicable law, from the date of this agreement until Completion, allow the Purchaser and any persons authorised by it, upon reasonable notice and during normal business hours, access to its books and records relevant to the operation of the Business for the purposes of transition planning; and (c) procure that the Business shall settle the Head Office Account prior to Completion in cash. 5.4 The Purchaser covenants that it shall: (a) as soon as reasonably practicable after the date of this agreement, and in any event within 25 Business Days of the execution of this agreement, or in the case of any additional or supplementary information requested by the MAS or the Singapore Court (as the case may be), as soon as reasonably practicable after such request and subject to receiving the reasonable co-operation of the Seller, provide to the Seller the documents (in the form required) in respect of the Purchaser required for the purposes of the application to the MAS and the approval of the Scheme under clause 5.3(a) above and any supplemental documents as may be required by the MAS or the Singapore Court; (b) promptly amend, modify or re-execute any document provided by it under subclause 5.4(a) and co-operate with the Seller to amend, modify or re-submit any application submitted by the Seller under clause 5.3(a), as necessary or as required by the MAS or the Singapore Court, provided always that any such amendment, modification or re-submission shall not materially prejudice the business interests of the Purchaser as reasonably determined by the Purchaser; (c) promptly notify the Seller, and provide details to the Seller, of any communications (and provide copies of any written communications) from the MAS or the Singapore Court or any other person in relation to obtaining any consent, approval or action where such communications have not been independently or simultaneously supplied to the Seller; (d) provide the Seller (or advisers nominated by the Seller) with draft copies of all submissions and communications to the MAS or the Singapore Court, or other persons in relation to obtaining any consent, approval or action at such time as will allow the Seller a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent and promptly provide the Seller (or such nominated advisers) with copies of all such submissions and communications in the form submitted or sent; and (e) to the extent not prohibited by the MAS or the Singapore Court, or any other person concerned, allow persons nominated by the Seller to attend all meetings with the MAS or the Singapore Court, or other persons and, where appropriate, make oral submissions at such meetings and, where the Seller has not attended such meetings, the Purchaser shall provide the Seller with reasonable details of those meetings as soon as reasonably practicable (and in any event within two Business Days of such meeting), provided that nothing in this clause shall oblige the Purchaser to provide the Seller with information concerning the operation of the Business or any other part of the Purchaser’s Group’s business after Completion to the extent that it does not relate to the satisfaction of any Condition. 5.5 The Seller covenants that it shall (to the extent permitted by law and the MAS) in relation to the application to the MAS and the approval of the Scheme under clause 5.3 above: (a) promptly consult with the Purchaser and provide the Purchaser (or advisers nominated by the Purchaser) with draft copies of all submissions and communications to the MAS in connection with the MAS approval process or approval of the Scheme by the Singapore Court, or other persons in relation to obtaining any consent, approval or action at such time as will allow the Purchaser a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent and promptly provide the Purchaser (or such nominated advisers) with copies of all such submissions and communications in the form submitted or sent; (b) promptly notify the Purchaser, and provide details to the Purchaser, of any communications (and provide copies of any written communications) from the MAS or the Singapore Court or any other person in relation to obtaining any consent, approval or action where such communications have not been independently or simultaneously supplied to the Purchaser; and (c) to the extent not prohibited by the MAS or the Singapore Court, or any other person concerned, allow persons nominated by the Purchaser to attend all meetings with the MAS or the Singapore Court, or other persons and, where appropriate, make oral submissions at such meetings and, where the Purchaser has not attended such meetings, the Seller shall provide the Purchaser with reasonable details of those meetings as soon as reasonably practicable (and in any event within two Business Days of such meeting).

PRE-COMPLETION COVENANTS. 5.1 Until Completion 6.1 Seller’s obligations in relation to access to the Transferring Business (a) In the period between the date of this Agreement and 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 the NDA and to the extent: (x) reasonably possible; (y) not operate so as to restrict jeopardising client-attorney or preventother legal privilege; and (z) not prohibited by applicable Laws (including competition Laws and applicable stock exchange rules), at the Purchaser’s sole expense: (ai) any matter of which written notice has been given provide the Purchaser and its Representatives such reasonable access to the Purchaser but directors/managers of the Transferring Business and to the books and records relating to the Transferring Business and, at such times during normal business hours on any Business Day, under the supervision of any Representative of the Seller, and in relation such a manner as not to which unreasonably interfere with the normal operations of any relevant member of the Seller’s Group and/or the Company, as the Purchaser has not made a final determination within (i) two Business Days may reasonably request in relation to any matter referred to in paragraph 1.3(f) writing specifying the purpose of Schedule 5 or the request and the nature of the access requested; (ii) five provide such information regarding the Transferring Business Days as the Purchaser may reasonably request in relation writing specifying the purpose of the request and the nature of the information requested; and (iii) provide such information, and commercially reasonable assistance and cooperation, as the Purchaser may reasonably request in connection with the implementation of the Acquisition Financing, provided that (a) this Clause 6.1(a)(iii) may in no event result in an increase of the Seller’s liability under this Agreement, (b) the Purchaser shall indemnify the Seller and any relevant member of the Seller’s Group for any Loss suffered or incurred as a result of any actions taken by the Seller upon request by the Purchaser pursuant to this Clause 6.1(a)(iii) and (c) the Purchaser shall reimburse the Seller and any matter referred to member of the Seller’s Group for all reasonable external costs incurred in paragraph 1.3 other than paragraph 1.3(f), complying with any request from the date on which such written notice was sent (and failure Purchaser pursuant 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 noticethis Clause 6.1(a)(iii). 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) Notwithstanding Clause 6.1(a), before Completion, without the completion or performance prior written consent of any obligations required under any contract or arrangement entered into by the Seller (such consent not to be unreasonably withheld, conditioned or in respect delayed), no member of the Purchaser’s Group, nor any of the Business prior to the date their Representatives, shall contact any employees of, suppliers (including landlords) to, or customers of this agreement; (c) any matter reasonably undertaken by the Seller or any member of the Seller’s Group in connection with or with respect to this Agreement, any other Transaction Document or any transaction contemplated hereby or thereby, or to otherwise discuss the business or operations of the Tower Business. 6.2 Seller’s obligations in relation to the conduct of the Transferring Business (a) conduct the Transferring Business other than in the ordinary and usual course and consistent with past practice; (b) permit the Company to change its accounting procedures, principles or practices (except as required by Law, applicable GAAP or changes in official interpretations thereof, or otherwise applying generally to the Seller, the Company and the other members of the Seller’s Group); (c) create or permit the Company to create any Encumbrance (other than a Permitted Encumbrance) in respect of the Business in an emergency Shares or disaster situation with any material part of 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)Transferring Business; (d) any matter contemplated in this agreement permit the Company to have its articles of association or the other Transaction Documentsconstitutional documents amended; (e) permit the Company to issue, convert, sub-divide, cancel, repurchase or redeem any payment for shares or other securities, or grant any options or rights to subscribe for, or convert, any shares or other securities in respect of Tax when dueits capital; (f) any matter undertaken at be, or apply or petition to be, wound-up, liquidated, merged or de-merged or permit the written request of the PurchaserCompany to do so; (g) any action necessary (in approve or permit the reasonable belief Company to approve the contribution or disposal of the Seller) in order to comply with any requirement of applicable law or regulation (including any rules or requirements of its business or any direction received from any Government Agency) and of its material assets or property, as a whole or 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 circumstancespart; (h) permit the giving Company to acquire an interest in any other company or business, take a participation in any partnership or joint venture, or enter into any new line of notice business outside of the Transferring Business; (i) incur or permit the Company to incur any individual capital expenditure exceeding EUR 75,000; (j) incur or permit the Company to incur any Indebtedness in connection with the Transferring Business, excluding for the avoidance of doubt trade credit in the ordinary course of business; (k) (x) make or permit the Company to make any change in the terms and conditions of employment/engagement of the Transferring Employee or the ▇▇▇▇ Consultants except for: (i) changes resulting from amendments to applicable collective bargaining agreements or applicable Law; and (ii) changes in the ordinary course of business that are applicable to the employees/service providers of Telenet Group generally; or (y) employ or engage any new employees or consultants of the Transferring Business; (l) unilaterally terminate or permit the Company to unilaterally terminate (except for urgent reason (dringende reden) the services or employment agreement of the Transferring Employee or the ▇▇▇▇ Consultant(s) (except pursuant to clause 37.2 of the ▇▇▇▇ TowerCo Service Provision Arrangements); (m) agree to or permit or permit the Company to agree to or permit the institution or settlement of any litigation concerning the Transferring Business where it could result in a payment to or by Telenet Group or the Company of EUR 75,000 or more; (n) terminate, or permit the Company to terminate, any of the Site Leases other than the expiry of any Site Lease in the ordinary course of business, or fail to use, or fail to procure that the Company, uses its best efforts to renew any Site Lease on materially the same terms as those in force on the date of this Agreement; (o) terminate or materially amend or permit the Company to terminate agreements or arrangements materially amend any of the Material Contracts; (p) sell, lease (as lessor) or license (as licensor) any Target Assets or any assets of the Tower Business or permit the Company to do so, other than: (i) sales, leases or licences to customers in respect the ordinary course of services business; (ii) sales or other dispositions of obsolete equipment or fixtures; and (iii) sales, leases or licences or other dispositions pursuant to any contract existing on the date of this Agreement that has been provided in the Disclosed Information; (q) change the Company’s tax residence; or (r) agree, conditionally or otherwise, or resolve to do any of the foregoing, or permit the Company to do so, except: (i) if the Seller can demonstrate to the satisfaction of the Purchaser (acting reasonably) that the relevant act undertaken in contravention of clause 6.2(a) to (r) (inclusive) will have no impact on the Transferring Business; (ii) with the prior consent of the Purchaser (which shall not be unreasonably delayed, conditioned or withheld and which shall be deemed to be given if no response is received by members the Seller within five (5) Business Days following a request from the Seller); or (iii) if already specifically provided for in the business plan of the then running financial year of the Tower Business or for the Company, the existence of which has been specifically identified to the Purchaser in the Disclosed Information; or (iv) pursuant to legal or regulatory requirements or a court ruling or if required to be undertaken by any member of the Seller’s Group as a result of events outside their control or emergency situations (including, but not limited to, Covid-19 or any new variants thereof arising between the date of this Agreement and Completion, or any other pandemic); or (v) as required by the Transaction Documents (including the Schedules thereto and including for the avoidance of doubt the Reorganisation); or (vi) as disclosed in relation the Disclosed Information. Furthermore, it is agreed that: (A) in applying and enforcing this Clause 6.2, the Seller and the Purchaser shall act towards each other in accordance with the principles of reasonableness and fairness, giving due consideration to all relevant circumstances; (B) the Business liability of the Seller arising out of or in connection with any Claim for a breach of this Clause 6.2 shall terminate on the date falling nine (9) months after the Completion Date; and (C) in urgent matters whereby the Transferring Business, the operations or the entry into assets of amendment agreements the Company are immediately threatened, the Seller may not be able to provide for timely request the Purchaser’s consent, or await the Purchaser’s response to such termination on Completion pursuant to request, if these circumstances require immediate action from the terms Seller (or its Affiliates), but in such event the Seller shall nevertheless inform the Purchaser of this agreement;any such situation as soon as reasonably practicable thereafter.