Common use of PRE-COMPLETION Clause in Contracts

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. Pre-Completion notifications 7.1 a. 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) ): 127. each of the Australian Regulatory Notifications to the relevant Australian Regulatory Authority; and (b) and 128. each of the New Zealand Regulatory Notifications to the relevant New Zealand Regulatory Authority. 7.2 b. The Seller and the Purchaser: (a) : 129. must together agree and determine the strategy for making each of the Australian Regulatory Notifications and the New Zealand Regulatory Notifications; (b) ; 130. 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) and 131. 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 c. 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. d. Pending Completion: 132. in relation to any Lease or Key Contract that contains a change of control (or equivalent) provision that would entitle the relevant landlord or counterparty to terminate the Lease or Key Contract upon Completion or would otherwise cause a Group Company to be in material breach of the Lease or Key Contract on Completion, in each case unless the written consent of the relevant landlord or counterparty is obtained (a CoC Consent), the Seller shall use commercially reasonable endeavours, at the Purchaser’s sole cost and upon the Purchaser’s written request, to cooperate and to perform and cause the applicable Group Companies to cooperate and perform all actions reasonably required from a commercial standpoint by the Purchaser to: vi. notify the relevant landlord or counterparty of the Transaction; and vii. obtain the requisite CoC Consent in accordance with the terms of the Lease or Key Contract, provided that nothing in this subclause shall require such cooperation or performance of actions to the extent it will: viii. materially and unreasonably interfere with the business or operations of any Group Company; ix. require any Group Company to take any action that is prohibited by or will violate any such Group Company’s constitutional documents or any laws; x. require any Group Company to pay any fee to the counterparty or provide any indemnity in relation to the CoC Consent, except if the Purchaser agrees to such arrangements (including payment) on the basis that they apply on and from Completion; xi. require any Group Company to commence litigation against a counterparty for the purpose of obtaining the CoC Consent; or xii. which is otherwise commercially onerous or detrimental to the Seller; and 133. the Seller undertakes and agrees to cooperate and work together with the Purchaser in good faith, in relation to the continuity of the contractual arrangements with each of Blackboard, Inc. or a Blackboard, Inc. local entity (Blackboard) and Ellucian Company LP or a Ellucian Company LP local entity (Ellucian), and if required by the Purchasers, use all reasonable endeavours to assist with procuring Information Technology contracts between each of Blackboard and Ellucian and a relevant Group Company.