Until Completion Sample Clauses

Until Completion. Cadbury Schweppes shall (subject always to applicable competition law) procure (and Coca-Cola UK shall do nothing to prevent Cadbury Schweppes so procuring) that the Purchaser and Coca-Cola UK, their agents and representatives are on reasonable notice given reasonable access during normal business hours to the Properties and to the books and records of the Companies, in the case of the Purchaser, to the extent reasonably necessary for the Purchaser to prepare for the business of the Companies to be carried on after Completion, and, in the case of Coca-Cola UK, for any purpose connected with this agreement, provided that any information obtained as a result of such access shall be used only for such purpose, and shall not be passed to any officer or employee of the Purchaser or Coca-Cola Enterprises or Coca-Cola UK, except for such purpose.

Until Completion the Seller shall exercise all rights and powers available to it so as to procure that, except with the written consent of the Purchaser (which shall not be unreasonably withheld, delayed or conditioned), it shall not, in relation to the conduct of the Business (other than in the ordinary course of the investment activities related to the Business): (a) incur any expenditure exceeding GBP200,000 on capital account; or (b) dispose of any part of the Assets except in the ordinary course of business or create any Encumbrance in respect of any part of the Assets; or (c) borrow any money (except borrowings from its bankers not exceeding GBP100,000) or make any payments out of or drawings on its bank account(s) (except routine payments or drawings); or (d) enter into any transaction with a member of the Seller’s Group other than on arm’s length terms; or (e) make any change in the terms and conditions of employment of any of its Senior Employees or employ any additional person on terms that they will earn more than the equivalent of GBP80,000 per annum (Additional Senior Employees); (f) terminate for cause (where there has been a material breach by the Senior Employee of his employment contract) the employment of any Senior Employee or any Additional Senior Employees; or (g) terminate (except in relation to paragraph 1.3(f) above) the employment of any Senior Employee or any Additional Senior Employees; or (h) make, or announce to any person any proposal to make, any change or addition to any benefit of or in respect of any Employee, Senior Employee or Additional Senior Employee other than any change required by law or proposed change of which full and accurate particulars are set out in or; the Disclosure Letter

Until Completion the Seller shall use reasonable endeavours to procure that any insurances of a Group Company which are due to expire prior to Completion are renewed. The Buyer shall indemnify the Seller (for itself and as trustee for each member of the Seller’s Group) on demand from and against all and any costs incurred by the Seller or any other member of the Seller’s Group (other than the Group Companies) in connection with the renewal of those insurances.

Until Completion. (a) Until Completion, the Sellers and the Company must ensure that: (i) the Group Companies manage and conduct the Business as a going concern in accordance with normal and prudent practice (having regard to the nature of the Business and past practice); (ii) subject to clause 4.1(a)(iii), each Group Company does not: (A) enter into, terminate or alter any term of any material contract or commitment; (B) except in the usual conduct of the Business, incur any material actual or contingent liability; (C) except in the usual conduct of its Business, dispose of, agree to dispose of, encumber or grant an option over, any of its assets; or (D) declare or pay any dividend, or make any distribution of its assets, capital or profits; and (iii) each Group Company does not, without the prior written consent of the Buyer or Vignette (which consent which will not be unreasonably withheld): (A) make any expenditures or enter into any commitment or transaction exceeding $25,000 individually or $50,000 in the aggregate (other than sales, maintenance, commissions and consulting agreements entered into in the ordinary course of business); (B) sell, license or transfer to any person or entity any rights to any IP or enter into any agreement with respect to any IP with any person or with respect to any IP of any person (other than licences of standard products and services in the ordinary course of business where the person or entity is an existing customer of the Group Company and the pricing structure applicable to the licence is substantially in line with the pricing policy of the relevant Group Company or where any such licence is pursuant to a Group Company’s standard licensing agreement without modification or if such agreement is for an amount less than $50,000); (C) enter into any agreement with respect to the development of any IP with a third party; (D) change pricing or royalties charged by a Group Company to its customers or licensees, or the pricing or royalties set or charged by persons who have licensed IP to a Group Company; (E) enter into or amend any contract pursuant to which any other party is granted marketing, distribution, development or similar rights of any type or scope with respect to any products or technology of a Group Company; (F) amend or otherwise modify (or agree to do so), or violate the terms of, any material contract of any Group Company; (G) commence or settle any litigation; (H) declare, set aside or pay any dividends on or make any othe...